New York business filings, and why there are three of them
A two year filing, an annual fee, and one obligation that never repeats.
New York runs a $9 biennial statement with the Department of State, and a separate annual filing with Tax and Finance. An LLC files Form IT-204-LL, a corporation files CT-3 and owes a fixed dollar minimum. The publication requirement is a one time formation step, not a recurring one.
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What we take on
The biennial statement is every two years
Both corporations and LLCs file it, both pay $9, and it is due in the calendar month the original formation document was filed. It is an address filing, so revenue is irrelevant to it.
Missing it has no fee, and still costs you
There is no monetary late charge. The entity is marked past due, and a Certificate of Status will show the delinquency, which can stop a financing, a sale or a bank account from completing.
LLCs: Form IT-204-LL, and no extension
Due on the 15th day of the third month after the tax year closes. The fee runs on prior year New York source gross income, from $25 up to $4,500. A single member disregarded LLC pays a flat $25.
This is the one real zero revenue exemption
A single member LLC with no income, gain, loss or deduction from New York sources should not file IT-204-LL at all. Almost nothing else in any state works this way, which is why people get it wrong in both directions.
Corporations owe a minimum whatever happens
Form CT-3 is due April 15 for a calendar year filer. The fixed dollar minimum starts at $25 for a company with no New York receipts, and rises by receipts band. Being dormant does not remove it.
Publication is once, at formation
A new LLC publishes in two newspapers named by the county clerk, then files a Certificate of Publication for $50 within 120 days. It never repeats. Until it is done, the authority to transact business is suspended.
What usually goes wrong
New York catches people out because the two filings have nothing to do with each other. The $9 to the Department of State is not a tax filing, and paying it tells Tax and Finance nothing at all.
The biennial cycle is the first thing to slip. An entity files, then hears nothing for two years, and the reminder arrives at an address nobody reads. There is no late fee to make the miss visible, so it stays invisible until a bank asks for a Certificate of Status.
The publication requirement causes the opposite problem. People budget for it every year because it was expensive once. It is a formation step, it is finished, and it does not come back.
The genuinely dangerous one is a dormant corporation. It keeps owing the fixed dollar minimum for as long as it exists. The only clean exit is a final return, filed after the company has actually stopped doing business, employing capital, holding property and earning receipts in New York.
Late filing runs at 5 percent of tax per month, to a 25 percent cap. Late payment runs at half a percent per month, to the same cap. The two together cannot exceed 5 percent in any one month. Checked against the official state pages in September 2026.
Questions we get
How often is the biennial statement due?
Every two years, in the calendar month your formation document was originally filed. The fee is $9 for both corporations and LLCs.
There is no monetary penalty for missing it, only a past due mark and a delinquency noted on your Certificate of Status.
Do we file IT-204-LL with no New York income?
A single member LLC with no income, gain, loss or deduction from New York sources should not file it. That is the rule as stated by Tax and Finance.
Multi member and corporate situations differ, so check the specific facts before skipping a year.
Is the publication requirement annual?
No. It is a one time formation obligation: publish in two newspapers the county clerk names, then file a Certificate of Publication for $50 within 120 days.
It can be cured late, and doing so restores the authority to transact business.
What does a dormant corporation owe?
The fixed dollar minimum, which starts at $25 with no New York receipts, for as long as the corporation exists.
The exit is a final return once the company has genuinely ceased business in New York, not simply gone quiet.
When is Form CT-3 due?
On or before April 15 for a calendar year filer, or within three and a half months of the period end otherwise.
The tax rate is 6.5 percent, rising to 7.25 percent where the business income base exceeds $5,000,000.
Can you keep track of all this?
Yes. We hold the calendar and keep the books that the numbers come from, so the formation month and the March and April dates are known well ahead.
The return belongs to your accountant. Ours is making sure it opens onto a set of books that ties.
For the state with the hardest late penalty, Florida business filings.
More in the guides and every answer in one place.
Shaheer leads the work, with engineers, writers, filers and analysts behind him. C-suite operations for a San Francisco AI company, Six Sigma on the process side, Anthropic certified on the Model Context Protocol, ten years across eight industries. See what we have built