A biennial report is a short filing you submit to your state’s secretary of state every two years to confirm that your business still exists and that its contact and leadership information on file is accurate. You pay a fee, update any changes to your address, registered agent, and officers or managers, and the state keeps your entity in good standing. Only a handful of states use the two-year cycle; most require the same filing every year and call it an annual report. The content and the stakes are identical either way.
Which States Actually Use a Two-Year Cycle
For LLCs, the biennial filing states are Alaska, Indiana, Iowa, Nebraska, New York, and Washington, D.C. A few additional states use a two-year cycle for corporations. The other 40-plus states require annual reports with the same core content.
Some states add quirks on top of this. Iowa staggers its biennial deadlines, with for-profit corporations filing in even-numbered years and LLCs and nonprofits filing in odd-numbered years. New Hampshire requires reports from nonprofits only once every five years. If you aren’t certain which schedule applies to your entity, confirm it directly with your secretary of state. Filing on the wrong cycle is one of the easiest ways to fall out of compliance by accident.
Who Has to File
Nearly every formally registered business entity owes these reports. That includes LLCs, for-profit and nonprofit corporations, limited partnerships, and limited liability partnerships. If you registered with a secretary of state to get liability protection or legal recognition, you almost certainly have a recurring report obligation.
The requirement applies to both domestic entities, formed in the state, and foreign entities, formed elsewhere but registered to do business in the state. An LLC formed in Delaware and qualified to operate in California owes a report in both. A foreign-qualified entity that skips its reports can have its certificate of authority revoked, which can bar it from doing business, filing lawsuits, or defending itself in court in that state.
When the Report Is Due
Deadlines generally follow one of two patterns. Many states tie the due date to the anniversary of your entity’s formation or qualification. Form an LLC in March, and your report is due every March (annually) or every other March (biennially). Other states set a fixed calendar deadline for all entities, such as April 1 or the end of the first quarter. A few states assign you to odd or even filing years based on your entity type.
States often send reminders by mail or email before the deadline, but they’re not required to, and a missing reminder won’t excuse a late filing. Put the date on your own calendar and don’t rely on the state to prompt you.
What Goes in the Report
The content is straightforward. Most state forms ask for the same core details:
- Entity name and state of formation
- Principal office address, meaning the physical location where you conduct operations or keep your records
- Registered agent name and street address in the state (not a P.O. box) for receiving legal documents
- Names and business addresses of current officers, directors, or managers
- A brief description of the nature of your business
Corporations may also need to report their number of authorized and issued shares. Whoever submits the form signs it, certifying the information is accurate. Most states accept electronic signatures through their online filing portals, and typing your name into the signature block carries the same weight as a handwritten one.
Accuracy matters more than the form itself. If the secretary of state’s office finds errors or blank required fields, they’ll bounce the filing back for correction, and that round trip can push a last-minute submission past your deadline.
How to File and What It Costs
Most states offer online filing through the secretary of state’s website, and the process typically takes 10 to 15 minutes if you have your current information at hand. Some states still accept paper filings by mail, which take longer to process and sometimes carry a higher fee.
Fees vary widely. Several states charge nothing. Others charge between $9 and $25. Mid-range states run $50 to $150. At the high end, a few states charge $300 or more, and some bundle franchise taxes into the report payment, which can push the total past $500. Nonprofits often pay reduced fees or none at all. The exact cost depends on your entity type, your state, and sometimes whether you file online or by mail.
After you submit online, most systems return an immediate confirmation receipt. Keep a copy along with the filed report. The public database usually reflects the update within a few business days.
What Happens If You Miss It
The consequences escalate in a predictable order, and they start sooner than most owners expect.
First, you lose your certificate of good standing. Lenders, licensing agencies, and government contract offices routinely require that certificate, so losing it can block you from closing on financing, renewing a professional license, or qualifying for a contract bid. Some states also prevent you from registering to do business in other states until you’re current again.
Next come financial penalties. Late fees range from a modest flat charge up to several hundred dollars, and some states keep adding penalties the longer the report stays delinquent. Those stack on top of the original filing fee you still owe.
Stay delinquent long enough, and the state will administratively dissolve the entity (for LLCs and corporations) or revoke the certificate of authority (for foreign-qualified entities). A dissolved entity legally ceases to exist. It cannot enter contracts, file lawsuits, or conduct business.
Personal Liability After Dissolution
This is the part owners most often underestimate. When your entity is administratively dissolved, anyone who continues doing business on its behalf can be held personally liable for debts and obligations incurred during the dissolution period. Courts have held sole owners personally responsible for contracts signed and obligations created while their entity was dissolved, even when the business was later reinstated. The liability shield only works when the entity is in good standing. Let it lapse and you’re effectively operating as a sole proprietor, with your personal assets exposed to every business creditor.
Losing Your Business Name
Dissolution can also cost you your name. Some states hold a dissolved entity’s name in reserve for a limited period; others release it sooner. If another business registers that name while you’re dissolved, you may not be able to recover it even after reinstatement. For a company that has built recognition around its legal name, that risk alone is reason enough to never miss a filing.
Reinstating a Dissolved Business
Reinstatement is possible in every state, but it isn’t cheap or instant. The general sequence:
- Clear all outstanding obligations. File every delinquent report, pay the overdue fees, and settle any penalties or back taxes. Some states require a tax clearance certificate from their revenue department before they’ll process the reinstatement.
- Submit a reinstatement application. This is a separate filing with its own fee, typically running from about $100 to over $600 depending on the state and entity type, on top of the delinquent fees you’ve already paid.
- Update your records. The reinstatement form usually lets you refresh your registered agent, officers, principal address, and anything else that changed during the lapse.
Processing time varies. Online reinstatements for recently dissolved entities can post immediately in some states. Others take several business days, particularly if the state needs to verify that your business name is still available. Expedited processing is often available for an added fee.
In most states, a successful reinstatement legally relates back to the date of dissolution, creating the legal fiction that the entity was never dissolved. That cures some problems but not all. Courts have still imposed personal liability on owners for actions taken during the dissolution period, particularly where the owner was the entity’s sole decision-maker and the other party didn’t know the entity had been dissolved.
Biennial Reports Are Not the Same as BOI Reports
Owners sometimes confuse state biennial reports with the federal Beneficial Ownership Information (BOI) filing under the Corporate Transparency Act. They are different filings to different agencies. Your biennial or annual report goes to your secretary of state and keeps your entity’s registration current. BOI reports go to the Financial Crimes Enforcement Network (FinCEN) and disclose who ultimately owns or controls the company.
As of March 2025, FinCEN issued an interim final rule exempting all entities created in the United States from BOI reporting.1FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons Only entities formed under foreign law that have registered to do business in a U.S. state or tribal jurisdiction still need to file BOI reports.2FinCEN.gov. Beneficial Ownership Information Reporting This area has shifted several times since the Corporate Transparency Act was enacted, so check FinCEN’s website if your business has any foreign formation ties. For a purely domestic LLC or corporation, BOI reporting isn’t currently required, and your state-level biennial or annual report remains the main recurring compliance deadline to track.