A biennial statement is a short filing that corporations and limited liability companies in a handful of states must submit every two years to keep their registration on file with the state current. It updates the public record with your entity’s address, registered agent, and officer or director information. Only about six jurisdictions use this two-year schedule — New York, Alaska, Indiana, Iowa, New Mexico, and the District of Columbia — while most states require the same type of filing every year under the name “annual report.” The purpose and the paperwork are nearly identical whichever label applies.
Who Has to File
The requirement applies to formally registered business entities: corporations and LLCs, whether formed in the state (domestic) or registered there from elsewhere (foreign). If you filed formation documents with a secretary of state, you almost certainly owe a periodic report in that state.
Sole proprietorships and general partnerships typically do not file, because they are not created by a state filing in the first place. Nonprofit corporations, limited partnerships, and limited liability partnerships sit in a gray zone — some states require a filing from them, others don’t. Check with the business filing office in your state if you run one of those.
If your company is registered in more than one state, you owe a separate filing in each one. Forming an LLC in Delaware and registering it as a foreign LLC in New York, for example, means two filings on two schedules with two fees.
What Information You’ll Need
The form is short. Most states ask for a standard core of information:
- The entity’s exact legal name and the ID number the state assigned at registration.
- The principal office street address. Many states will not accept a P.O. box here.
- The registered agent’s name and address — the person or company designated to receive legal papers for your business.
- Names and addresses for officers or directors. Some states want only the CEO; others want the full board.
- The service of process address, where the secretary of state forwards lawsuits and legal notices served against the company.
A few states also ask corporations for the number of authorized shares, or request a brief description of what the business does. Before you log in, have your entity ID number ready; you’ll generally enter it to pull up your existing record, then confirm or edit each field.
How and When to File
Almost every state accepts the filing online through its secretary of state website. You search for your company, review the information on file, update anything that has changed, pay the fee by credit card or bank transfer, and save the confirmation receipt. Electronic filings often post to the state’s records within a day or two. Paper filings mailed in can take weeks, so if you need a certificate of good standing on short notice, file online and file early.
The due date is tied to when you originally registered. In most biennial states, the statement is due by the last day of your anniversary month, every two years. A company formed in March of an even-numbered year, for example, would owe its biennial statement by the end of March in each following even-numbered year.
How early you can file varies. New York does not let you file before the calendar month in which the statement is due. California, on the annual side, allows LLC statements of information up to six months early. Submitting ahead of your state’s window can be rejected or applied to the wrong period, so read the rules before you file early.
States may send a courtesy reminder, but they aren’t required to, and the legal responsibility for tracking the deadline sits with you and your registered agent. Put the date on a recurring calendar alert.
Filing Fees
Fees are modest. Across the biennial states, they generally run from around $9 to $300 depending on the state and entity type, with most well under $100. These fees are separate from any franchise tax, annual tax, or late penalty the state may charge on top.
What Happens If You Miss the Deadline
The consequences escalate the longer the filing stays overdue.
Loss of Good Standing
Almost immediately, the state flags your entity as past due or delinquent in its public records. While you’re in that status, you cannot get a certificate of good standing. Lenders, investors, landlords, and licensing agencies routinely ask for that certificate before closing a loan, signing a lease, or issuing a license, so a missed filing can hold up a deal at the worst possible time.
Administrative Dissolution
Keep ignoring the filing and the state will eventually dissolve or revoke the entity through an administrative process. The state usually sends a notice first and gives you a grace period to cure the problem. If you still don’t file, the state ends your entity’s legal existence.
A dissolved company can only wind down its affairs. It may lose the ability to sue or defend itself in court, and in many states its name becomes available for someone else to claim.
Personal Liability
This is the dangerous one. People who keep doing business in the name of a dissolved entity can be held personally liable for debts and obligations the “company” takes on after the dissolution date. The liability shield that a corporation or LLC provides doesn’t protect owners and officers operating a company that no longer legally exists.
Default Judgments
The biennial statement is also what keeps your service of process address current. If you moved and never updated the filing, lawsuits forwarded by the secretary of state go to the old address, you never see them, and a court can enter a default judgment against you. Courts have held that an outdated address is not a reasonable excuse for missing service.
Reinstating a Dissolved Entity
If your business has already been administratively dissolved, most states let you reinstate — but only within a limited window, generally two to five years after the dissolution date. To bring the company back, you typically have to:
- File every overdue biennial statement or annual report.
- Pay all back filing fees, late penalties, and any outstanding franchise taxes.
- Submit a reinstatement application, which in some states carries its own fee on top of the back payments.
When reinstatement takes effect, it generally relates back to the date of dissolution, treating the gap as if it never happened. That legal fiction does not undo real-world harm from the dissolution period, though. A default judgment entered while you weren’t receiving legal notices still stands, and personal liability someone incurred acting for the dissolved entity doesn’t disappear.
Fixing an Error After You File
If you spot a mistake after submitting — a wrong address, a misspelled name, outdated officer information — most states allow an amendment. The mechanics vary. Some states have a specific amendment form; others want a certificate of change or certificate of correction for particular fields.
Not every item can be fixed on a single amendment form. In some states, the service of process address has to be changed through a separate certificate of change filing. Check your state’s filing website before you assume one form will handle everything.
Amendment fees usually match the original filing fee or run slightly lower. Fix errors quickly. An inaccurate service of process address puts you at the same default judgment risk as not filing in the first place.