As an owner of a corporation, there is a lot to remember. We’re here to make that a little bit easier. Today, we want to tell you about filing a Biennial Statement.
What’s a Biennial Statement?
It’s a simple form that New York requires of corporations.
Specifically, every two years, domestic and foreign business corporations need to file a biennial statement with the New York Department of State. It’s required by section 408 of the Business Corporation Law. The fee to file is $9.
Four Components of a Biennial Statement
- CEO’s name and business address;
- Principal executive office’s street address;
- Address where the NY Secretary of State will send documents received on behalf of the corporation;
- And number of people on the board of directors and how many of them are women.
Reasons for Filing the Biennial Statement
First, it’s mandatory… and there are consequences if you don’t.
If a corporation fails to file its biennial statement, it will be reflected in the New York Department of State’s records. The notation placed on the corporation’s records is that it’s “past due,” meaning that the company hasn’t complied with the law. If a lender or a negotiating partner tries to determine if your company is in good standing with the State, this public notification will suggest otherwise. And that could prevent the corporation from completing certain business transactions.
Additionally, filing the Biennial Statement is required so that the Department of State always has an accurate address on file. That’s important because New York law allows service of process – that’s how a company gets notice that someone has filed suit against it – to be made by delivering the lawsuit papers to the Department of State.
If a corporation doesn’t have its current address on file, well then the Department of State will be mailing the lawsuit papers to an old address. That sounds harmless, but it’s not.
If a corporation is properly served, that is, the claimant delivers the complaint to the Department of State – but then the corporation doesn’t receive notice, the claimant could very well obtain a default judgment against the corporation – meaning the claimant wins the lawsuit without even trying. No company wants that to happen.
Simply put, be sure to file the biennial statement when necessary.
Timing of Biennial Statements
A corporation’s biennial statement is required to be filed every two years, during the same month it was originally formed or registered as doing business with the NY Department of State.
Is It Ever Too Late?
The good news is no. If your company is past due, you may still file online on the Department of State’s website. If you can’t do it online, you should request a paper form from the Statement Unit of the Department of State’s Division of Corporations.
You must include the exact name of your corporation and the date of formation or authorization or the Department of State ID number. You then can request a new Certificate of Status from the Division of Corporations.
There are helpful tips provided by the Department of State, and you also can contact the Statement Unit of the Department of State’s Division of Corporations at:
One Commerce Plaza | 99 Washington Avenue | Albany, NY 12231-0002 | Fax: (518) 486-4680
As always, if you need help on this, another business or legal need, or anything to do with your company’s employees, simply reach out. You can connect with us on social, by calling us at 716.839.9700, or by emailing info@coppolalegal.com.
We’re here to help.
