The state you choose to form your limited liability company (LLC) in will have some expected requirements to maintain them. This will usually come in the form of an annual report. New York is one of the few states that does not have an annual requirement for a business update. Instead, LLCs are required by law to file a biennial report (every two years) for the steep filing cost of $9. Not too shabby, but there are annual expectations that come with operating an LLC in New York.
What is an LLC Annual Report?
An annual report is a yearly document that most states require in order to maintain an LLC or corporation’s good standing. It generally contains details about activities and events that have occurred over the previous year. It also contains names and addresses of directors or managers, and whether or not these positions have changed. A report may contain updated information about your business’s registered address and your agent for service of process. Since New York only requires every other year, it will contain two years worth of financial updates. The main purpose of this report is to ensure your business’s information is up to date and that the state’s government knows who to contact in the event of a lawsuit.
Information Included in New York’s Biennial Report
When filling out a biennial report for your company, you’ll need a few bits of information about your LLC to help identify your business and to confirm whether important information has changed. Not all these pieces of information may be required to remain in good standing, but considering the point is to update the government overseeing and allowing your business to operate, it’s good to consider providing the following:
Name of the Business
You will need the exact name of your business with the correct spelling of its title as was provided with your Articles of Organization. You can look up your business using the public inquiry search tool provided by the state.
Business ID Numbers
New York businesses require that you provide the number assigned by the Department of State. When you form an LLC, the state will assign this number to your business. You can also look this up using the public inquiry search tool.
Registered Agent Information
For legal reasons, your state’s government will need to ensure you have someone to contact in case there’s a lawsuit against your company. That person is New York’s Secretary of State by default. You’ll want a registered agent who can provide you with prompt notifications. The default agent’s notification is slow, and if there’s a lawsuit against you, time is money. Include your assigned registered agent’s name and address.
This address can be the location your business operates from, or if you work from home and prefer to keep your personal address anonymous, you can use the address of your registered agent.
Member’s and Shares
If the structure of your managing team has updated or changed somehow, it might be a good idea to include who is a member, what their names and addresses are, and how much of the company they are in charge of.
Economic Status Report
Whether or not your company has met its financial goals or not can be a good thing to include.
Restatement of Values
It’s good to reflect on the core values of your LLC to decide whether or not your goals have remained the same since the last report. A lot can change in two years.
How to File an Annual Report?
The simplest and most efficient way to file a biennial statement in New York is by using the online e-Statement filing system provided by the Department of State (DOS). The filing fee is $9 and can be paid using an accepted credit or debit card. This service is available from 6am to 7:30pm, Eastern Standard Time, Monday through Friday.
Make sure you have at the ready the exact name of your entity as well as its DOS ID number. You can verify these by searching for the name of your business entity using the DOS’s Corporation & Business Entity database service. Avoid filing the biennial statement before the month upon which it is due.
Annual Fee Cost for LLCs in New York
The cost for filing the biennial statement is cheap compared to most states, but New York has annual fees associated with doing business, based on the gross income of the preceding tax year your company paid taxes. If your company had no profits or earned no money in a year, you will still owe a minimum $25 fee for that year. Once you exceed $100,000 in a single year, that number will go up based on which tier of gross income you fall under:
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One of the perks of operating an LLC in New York is should your business become dormant or inactive, then you are no longer required to pay this filing fee and you can decide later to pick up where you left off without having to pay the costs of forming a brand new business. If your business is still active, then you will need to fill out and file a Form IT-204-LL. This is due on or before the 15th day of the third month following the close of the tax year. There are no extensions of time for this form or to pay the fee.
What Happens if You Don’t File an Annual Report?
New York has no system in place to naturally dissolve an LLC. They will just convert to inactive status and become dormant, no longer providing you with the limited liability protection that comes with operating as a business. Returning to good standing is as simple as updating your biennial report which is a $9 fee. That’s all it takes if you are looking to restore the benefits that come with operating as an LLC. If you actually want to dissolve your business, then you must file an article of dissolution. The advantage of going dormant is that you can retain the rights to a business name and you won’t have to pay the $200 registration fee to resubmit Articles of Organization. The downside is, you will be more vulnerable to creditors and investors collecting on your personal assets.
How Can a Business Lawyer Help?
A business lawyer can provide you with deadline reminders and help keep track of the information involved with filing biennial reports in New York. If you struggle to keep track of filing deadlines and need a professional to answer questions, then contact a lawyer who can help stay organized and official!