What Is A Biennial Statement, And How To Prepare It?

biennial statement

A biennial statement is a report that companies publish every two years. In most states, LLCs and corporations will have to submit some form of ongoing business entity filing. While some states will ask the corporation to file annually (also known as annual reports), others would require these reports to be submitted every two years rather than on a year-by-year basis. The Office of the Secretary of State keeps track of the reports.

In this article, you will learn about what a biennial statement (or a biennial report) means and how it works. Apart from that, we will also discuss the major constituents of this report and what companies need to mention in those reports. In addition to this, you will also learn the steps of how to file a biennial statement to the Office of the Secretary of State. Hence, to learn more about biennial reports, read on through to the end of the article.

What Is A Biennal Statement?

According to UPScounsel.com, “A biennial statement is a document that all businesses, both foreign and domestic, must file every two years as required by the Business Corporation Law and the Limited Liability Company Law. While non-profits and limited partnerships are not required to file biennial statements; LLCs, LLPs, and corporations must file their reports with the Department of State.

Below are the states that prefer Biennal Reports for businesses that are Corporations:

StateDue Date
AlaskaJanuary 2
IowaApril 1 (in even years)
IndianaThe Last day of the anniversary month of the entity’s formation 
NebraskaMarch 1 (in even years)
New Mexico15th day of the 4th month after the close of the fiscal year
New YorkThe Last day of the anniversary month of the entity’s formation 
Washington DCApril 1

The following are the states that prefer biennial reports from businesses that are LLCs:

StateDue Date
AlaskaJanuary 2
CaliforniaThe Last day of the anniversary month of the entity’s formation 
IowaApril 1 (in odd years)
IndianaThe Last day of the anniversary month of the entity’s formation 
NebraskaMarch 1 (in odd years)
New YorkThe Last day of the anniversary month of the entity’s formation 
Washington DCApril 1

For the states of California and New Mexico, the businesses need to submit initial reports right after they have formed their entities (within ninety days of their registration). The initial reports are quite similar to biennial reports.

What Information To Include Inside Biennal Statement?

In most cases, the information in biennial statements is similar to that in Annual Reports that is generally found. The details that need to be in the report depend on the state where the business is located. The following are, in general, the constituents of biennial statements:

  • Name of the LLC or the Corporation
  • Address of the principal location of the Business
  • Names and addresses of the members and managers of the LLC
  • Names and addresses of the officers and directors of the Corporation
  • Registered agent name and address
  • Type of business activity the business conducts

How To File A Biennal Report?

The due date, time, and payment that a business needs to consider while filing the biennial report changes with regard to the state in which your business is located. However, this is what the NY State government says regarding the filing of the biennial statement:

Most business corporations and limited liability companies (LLCs) may file their Biennial Statement online using the Department of State’s e-Statement Filing Service and pay the $9 filing fee using a credit card or debit card.  MasterCard, Visa and American Express are acceptable forms of payment.

Hence, you might have understood what the processes a business needs to go through so as to file a biennial statement to the Office of the Secretary of State. However, you must also know that you should not file the biennial statement prior to the calendar month in which your statement is due.

The state’s form and submitting procedure will determine what to include in the report. Furthermore, there are many more application fees associated with it as well (discussed above in the example). 

With most state websites, you will get the application form online (either on the official website or on the business portal). Hence, as a business owner, you will be able to input your information and submit it through the digital method and send your payment digitally as well.

What If Your Business Fails To Submit The Biennal Statement?

According to Corpnet.com, “A biennial report allows the state’s Secretary of State office (or comparable government office) to keep up to date with a company’s vital information. States also require that businesses pay a fee when submitting the filing. States set the due dates by which businesses must file their biennial reports. The filing schedules vary by state, and failure to submit the reports on time can result in penalties and late fees.”

To avoid the worst-case scenarios, businesses should submit the reports before the due dates. Otherwise, it will result in unnecessary harassment and penalties for the business. If the business somehow fails to file its biennial report, it gets suspended and might get an administrative dissolution.

Basically, if a business fails to submit its biennial statement to the Office of the Secretary of State, it would not be recognized as a legal entity. Furthermore, the business might lose the personal liability protection that it gets as an LLC in the State.

Wrapping Up

Hope this article was helpful for you in getting a better idea of what a biennial statement is and why it is important. However, as you have learned, not every state requires biennial reports, as most of the states in the USA prefer annual reports. Furthermore, what you have to include in the report also changes with the state in which your business is located.

One of the most important things you need to ensure with biennial reports is that you will have to submit it in time. Otherwise, the business might face legal problems. Do you have any more suggestions regarding how to submit a biennial report? Share your ideas with us in the comments section below.

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