Staying Up to Date with Filings in New York

A paltry $9 could be standing between your business and good standing. Keeping your design professional business up to date can be easy to forget, but consequences can be significant, ranging from disciplinary action to the revocation of your business license.

In most cases, changes to your licensed professional service business entity, such as a new business address or updated information regarding the owners or directors, must be reported in writing within 30 days to the the NYS Education Department. However, both the Secretary of State and the Education Department give most business types opportunities to regularly ensure this information is correct.

These changes to your business typically must also be reported to the IRS and the New York State Department of Taxation, as well as any local agency responsible for collecting taxes. In the case of significant modifications, such as to the entity name or service of process address, an amendment to the original formation documents may be necessary. Businesses offering professional services should also file amendments with the NYSED in order to notify the Department of changes. Read on below to find out about the types of ongoing filings that are required for your entity type.

Corporations (including PCs and DPCs)

Biennial Statement

Which Entities Must File:	all Corporations, PCs, and DPCs, plus LLCs and PLLCs
Due Date:	every two years during the month the business was incorporated or qualified in New York State
Fee:	$9
Instructions:	file online, or mail/fax the paper form to the Division of Corporations

Section 408 of the Business Corporation Law requires all corporations (domestic, foreign, professional, or not) to file a Biennial Statement with the Department of State every two years. Biennial Statements keep the Secretary of State up to date with officer information and the address to which service of process is sent—an important tidbit to make sure any service of process reaches the business owner(s). If the Biennial Statement is not filed on time, the entity’s Certificate of Status will indicate that the Statement is past due. This may prevent the business from completing certain transactions. In some jurisdictions, a Certificate with a “past due” status will make the business ineligible to qualify as a foreign business. For $9, most corporations can file the Biennial Statement online, but if not, simply contact to the Division of Corporations for a paper copy.

Professional Corporation Triennial Statement

Which Entities Must File:	PCs (domestic), DPCs
Due Date:	every three years during the month the business was incorporated or qualified in New York State
Fee:	$105
Instructions:	mail the required form to the NYSED Office of the Professions

Similar information must be updated with the NYS Education Department, albeit every three years instead of two. Business Corporation Law 1514 requires Professional Service Corporations to furnish name and residence information regarding shareholders, officers, and directors, as well as an affidavit certifying that an appropriate proportion of the shares, officers, and directors are licensed design professionals (100% for PCs, and greater than 75% for DPCs). Because professional service corporations are regulated with respect to the services offered, a Triennial Statement that is past due may result in disciplinary action from the NYSED. Triennial Statements are mailed to the business address listed with the NYSED before the month they are due, but the form can be also requested from the Office of the Professions.

Foreign Professional Corporation Annual Statement

Which Entities Must File:	PCs (foreign)
Due Date:	every year during the month the business was incorporated or qualified in New York State
Fee:	$35
Instructions:	mail the required form to the NYSED Office of the Professions

Foreign Professional Corporations, pursuant to Business Corporation Law 1530, must also furnish name and residence information regarding shareholders, officers, and directors, plus an affidavit certifying that 100% of the shareholders, officers, and directors are licensed to practice the professional service that the PC offers in New York State. Because professional service corporations are regulated with respect to the services offered, a Triennial Statement that is past due may result in disciplinary action from the NYSED. Triennial Statements are mailed to the business address listed with the NYSED before the month they are due, but the form can be also requested from the Office of the Professions.

Limited Liability Companies (including PLLCs)

Biennial Statement

Which Entities Must File:	all LLCs and PLLCs
Due Date:	every two years during the month the business was organized or qualified in New York State
Fee:	$9
Instructions:	file online, or mail/fax the paper form to the Division of Corporations

Section 301 of Limited Liability Company Law requires all LLCs (domestic, foreign, professional, or not) to file a Biennial Statement with the Department of State every two years. Biennial Statements keep the Secretary of State up to date with officer information and the address to which service of process is sent—an important tidbit to make sure all legal process reaches the business owner(s). If the Biennial Statement is not filed on time, the entity’s Certificate of Status will indicate that the Statement is past due. This may prevent the business from completing certain transactions. In some jurisdictions, a Certificate with a “past due” status will make the business ineligible to qualify as a foreign business. For $9, most LLCs can file the Biennial Statement online, but if not, simply contact to the Division of Corporations for a paper copy.

Partnerships, Sole Proprietorships, and other entities

LLP 5-Year Statement

Which Entities Must File:	all LLPs only
Due Date:	every five years during the sixty days prior to the date the LLP was registered
Fee:	$20 (domestic), $50 (foreign)
Instructions:	mail/fax the required form to the Division of Corporations

Both domestic and foreign Limited Liability Partnerships must file an LLP Statement every five years, pursuant to Partnership Law Section 1500. Like the Biennial Statement for Corporations and LLCs, the 5-Year Statement ensures the Department of State has all current partner information and can mail service of process to the business to avoid any default judgements. Failure to file the Statement on a timely manner results in a revocation of the LLP’s registration, which can only be reinstated if the LLP Statement is filed. The LLP 5-Year Statement is mailed to the business two months before the fifth anniversary of its registration. It can also be requested by contacting the Division of Corporations.

Engineering and Land Surveying firms

Certificate of Authorization Triennial Renewal Statement

Which Entities Must File:	all entities offering Professional Engineering or Land Surveying services
Due Date:	every three years during the month the business was incorporated or qualified in New York State
Fee:	$75, plus $10 for each month that the renewal is late
Instructions:	mail the required form to the NYSED Office of the Professions

Pursuant to Section 7210 of New York State Education Law, all entities offering Engineering or Land Surveying services must renew the Certificate of Authorization to Provide Engineering/Land Surveying Services every three years. Much like the Professional Corporation Triennial Statement, the Certificate of Authorization Renewal Statement informs the State Education Department about the ownership of the firm, and a Renewal Statement that is past due may result in disciplinary action. Certificate of Authorization Triennial Renewal Statements are mailed to the business address listed with the NYSED before the month they are due, but the form can be also requested from the Office of the Professions.