What Is a Biennial Statement for an LLC? (Complete 2026 Guide)

What Is a Biennial Statement for an LLC? (Complete 2026 Guide)

If you’ve got an LLC in a state that requires a biennial statement, you’ve probably stared at the filing notice and wondered what the heck this thing even is and why you need to file it. Biennial statements confuse a lot of ecommerce entrepreneurs because most people know about annual reports, but biennial statements are less common and only required in a handful of states. Miss one, and your LLC can lose its good standing, which causes all kinds of downstream problems with banks, payment processors, and suppliers.

I’ve been running ecommerce businesses for over 15 years at E-Commerce Paradise, and I’ve helped hundreds of dropshippers and online sellers navigate the paperwork side of running an LLC. In this guide I’m going to break down exactly what a biennial statement is, which states require them, what information goes on one, how much it costs, and what happens if you forget to file. I’ll also cover how a biennial statement differs from an annual report so you don’t get confused if you’ve operated in multiple states.

If you’re just getting started with LLC formation for your ecommerce business, read my complete business formation guide first. That gives you the big picture before we dive into this specific topic.

Biennial Statement Basics

A biennial statement is a periodic filing your LLC has to submit to the state every two years. The word “biennial” means “every two years,” which is the key difference from an annual report, which you file every year. A biennial statement is essentially a check-in with the state to confirm that your LLC is still operating, update any changes to your business address or management, and sometimes pay a small fee.

The concept is simple. The state wants to know that your LLC is still a real business (whether you’re running a high-ticket dropshipping store or any other ecommerce venture) and that the public records for it are accurate. If your registered agent has changed, your address has moved, or your members have changed, the state wants to know about it so their records stay current. The biennial statement is how you communicate those updates and keep your LLC in good standing.

The important thing to understand is that a biennial statement isn’t a tax filing. It doesn’t have anything to do with what you owe the IRS or your state tax department. It’s purely a compliance filing with the state business entity office (usually the Secretary of State or the Department of State). Whether you make 10 dollars or 10 million dollars in your LLC, the biennial statement content is the same.

Which States Require Biennial Statements?

Only a few states use the biennial filing model for LLCs. Most states either require annual reports or don’t require any periodic filing at all. Here are the states where biennial statements apply to LLCs as of 2026.

New York requires a biennial statement for both LLCs and corporations. You file it every 2 years during the anniversary month of your LLC formation, and the filing fee is 9 dollars. You can file it online through the New York Department of State website, and it usually takes about 5 minutes to complete if your information hasn’t changed.

Iowa requires a biennial report for LLCs. It’s due every 2 years by April 1st, and the filing fee is 60 dollars for online filing or 45 dollars if filed on paper. Iowa’s biennial report is similar to New York’s biennial statement in content, but the timing is different.

Nebraska requires a biennial report for LLCs. The due date is April 1st of odd-numbered years, and the fee is 26 dollars online or 30 dollars by mail. Nebraska is one of the few states that ties the biennial deadline to specific calendar years rather than individual anniversary dates.

California has a requirement that’s often called a Statement of Information, and while the first filing is due within 90 days of formation, LLCs in California have to file it every 2 years after that, which makes it effectively a biennial statement. The California LLC Statement of Information costs 20 dollars.

A few other states have hybrid rules where the filing cadence varies. Washington D.C. has a biennial filing requirement for LLCs with a 300 dollar fee. Alaska technically calls theirs a biennial report and charges 100 dollars every 2 years.

Most other states use annual reports instead. If you’re not sure which your state requires, check your state’s Secretary of State website or ask your registered agent. Northwest Registered Agent will send you compliance reminders as part of their registered agent service so you don’t miss deadlines. This is one of the main reasons I recommend using a professional registered agent rather than acting as your own.

What Information Goes on a Biennial Statement?

The exact fields on a biennial statement vary slightly by state, but most states ask for roughly the same information. Here’s what you’ll typically need to provide.

Your LLC’s legal name as registered with the state. This has to match your articles of organization exactly. If your LLC is “Smith Ecommerce LLC” and you enter “Smith Ecommerce” or “Smith Ecommerce Ltd” you’ll get a rejection.

Your LLC’s principal office address. This is the main place your LLC conducts business. For ecommerce sellers, this is often a home office, a co-working space, or a virtual mailing address. If you’ve moved since your last filing, this is when you update the address.

Your registered agent’s name and address. Your registered agent is the person or company who receives legal documents on behalf of your LLC. If you’ve changed registered agents since the last filing, you update the information here. This is also a chance to confirm your current registered agent’s information is accurate.

Your LLC’s mailing address if it’s different from the principal office. Some states track both addresses separately.

The names and addresses of managers or members, depending on whether your LLC is member-managed or manager-managed. New York, for example, asks for the names and addresses of the members or managers. California asks for the managers and the agent for service of process.

A brief description of your business activity. Some states ask for this, others don’t.

That’s basically it. The biennial statement isn’t meant to be a comprehensive business report. It’s a quick compliance check-in to make sure the state has accurate contact information for your LLC.

How to File Your Biennial Statement

Most states let you file your biennial statement online through their Secretary of State or Department of State website. Here’s the general process.

Step 1: Log in to your state’s business filing portal. For New York, this is the Department of State’s online filing system. For California, it’s the bizfile Online portal. You’ll need your LLC’s entity number or filing date to look up your record.

Step 2: Confirm or update the information on file. The system will show you what the state currently has on record for your LLC. Review each field carefully and update anything that’s changed. Common updates include changes to your principal office address, your registered agent, or your members.

Step 3: Pay the filing fee. Most states accept credit cards or electronic checks for online filings. The fees are usually small, ranging from 9 dollars in New York to 300 dollars in Washington D.C.

Step 4: Submit and save the confirmation. The state will send you a confirmation either by email or as a downloadable PDF. Save this for your records. Having proof of filing matters if there’s ever a dispute about whether you filed on time.

If you want to skip doing it yourself, most registered agent services will file your biennial statement for you as part of their compliance services. Northwest Registered Agent charges an additional fee for this service, but for busy ecommerce entrepreneurs it’s often worth it to just have someone else handle it.

Biennial Statement vs Annual Report

People get these two things confused a lot, so let me clear it up. A biennial statement and an annual report serve the same purpose: they’re both periodic compliance filings with the state business entity office that update the state’s records and confirm your LLC is still active. The only real difference is the frequency.

An annual report is filed every year. A biennial statement is filed every 2 years. Beyond that, the information you provide on both is usually very similar. Both ask for your legal name, addresses, registered agent, and management structure.

If you’re running LLCs in multiple states, you could have annual reports due in some states and biennial statements due in others. This is where tracking becomes important, because missing any of these filings can put your LLC out of good standing.

Some states don’t require either. Wyoming, for example, requires an annual report but doesn’t have a biennial filing. Arizona doesn’t have any periodic filing requirement at all, which is one reason it can be an attractive state for certain types of businesses. Read more about state differences in my business formation guide.

What Happens If You Miss the Deadline

This is where biennial statements actually matter, because the consequences of missing one can be expensive and disruptive. Here’s what typically happens if you don’t file on time.

First, your LLC goes out of good standing with the state. “Good standing” means the state considers your LLC compliant with all its ongoing requirements. When you’re out of good standing, you can still technically operate, but you lose some important protections and abilities.

Second, you may not be able to obtain a Certificate of Good Standing. This document is often required by banks when you open a business account, by payment processors, by suppliers who want to verify you’re a legitimate business, and by other states if you’re registering your LLC as a foreign entity. If you can’t get a Certificate of Good Standing, you can’t do these things until you fix the problem.

Third, you may lose the right to sue in state courts. In many states, an LLC that’s not in good standing can’t bring a lawsuit or defend itself in a lawsuit in that state’s courts. So if someone sues you or you need to sue a supplier, you have to fix your standing first, which can cause serious delays.

Fourth, your state may dissolve or cancel your LLC administratively. If you miss multiple biennial statements, the state can administratively dissolve your LLC. This means your LLC legally ceases to exist. You’d have to reinstate it, which requires paying all the missed fees plus late fees and filing a reinstatement form.

Fifth, you lose liability protection during any period when your LLC is dissolved. This is the big one. The whole reason you formed an LLC was to protect your personal assets from business liabilities. When your LLC is administratively dissolved, that protection goes away for any actions taken during the dissolved period. If someone sues you for something that happened while your LLC wasn’t in good standing, they might be able to come after your personal assets.

The good news is that most states allow you to reinstate an administratively dissolved LLC, usually for a fee and the missed filings. New York charges 9 dollars per missed biennial plus a reinstatement fee. California has reinstatement fees that can add up to several hundred dollars. The longer you wait, the more expensive and complicated it gets.

Real Costs of Biennial Statements in 2026

State	Filing Frequency	Fee	Due Date
New York	Every 2 years	9 dollars	Anniversary month
Iowa	Every 2 years	60 dollars online	April 1
Nebraska	Every 2 years	26 dollars online	April 1 odd years
California (Statement of Information)	Every 2 years	20 dollars	Anniversary month
Washington D.C.	Every 2 years	300 dollars	April 1
Alaska	Every 2 years	100 dollars	January 2

How to Make Sure You Never Miss a Biennial Statement

Missing a biennial statement is one of those unforced errors that can really hurt your ecommerce business. Here’s how to make sure you never miss one.

First, set calendar reminders. Put the biennial statement due date in Google Calendar or whatever calendar app you use, with reminders 60 days out, 30 days out, and 7 days out. Make it impossible to forget.

Second, use a professional registered agent. Registered agent services like Northwest Registered Agent track compliance deadlines automatically and send you reminders before filings are due. This is part of what you pay them for, and it’s one of the main reasons to use a professional rather than acting as your own registered agent.

Third, use compliance tracking software if you have multiple LLCs. If you run several LLCs across different states, a dedicated compliance tracking tool becomes essential. Most formation services offer this as an add-on.

Fourth, file early. Don’t wait until the deadline. As soon as you can file, file. There’s no benefit to waiting, and filing early protects you from any last-minute issues like your bank’s website being down or your credit card being declined.

Fifth, review your filing information before the due date. Every 2 years, take 10 minutes to review your LLC’s public record and confirm everything is still accurate. Update any addresses, members, or registered agent information before you file the statement. This way you’re not scrambling at the deadline.

What About Multi-State LLCs?

If your LLC operates in multiple states as a foreign LLC, you need to track periodic filings in every state where you’re registered. This is where things get complicated fast. You could have an annual report due in your home state, a biennial statement due in another state, and no filing required in a third state, all for the same LLC.

This is one of the reasons I generally recommend keeping things simple and forming your LLC in one state. For most ecommerce sellers, forming in your home state where you actually live and operate makes the most sense. Read my business formation guide for more on this.

If you absolutely need a multi-state LLC structure, use a service like Northwest Registered Agent for every state. They can be your registered agent in all 50 states, and they’ll track compliance deadlines for you in each state. This consolidation is the only practical way to manage a multi-state LLC without losing your mind.

Frequently Asked Questions

Is a biennial statement the same as filing taxes?

No, a biennial statement is purely a state business filing that has nothing to do with taxes. It’s submitted to your state’s business entity office (Secretary of State or Department of State) to update your LLC’s public record. Your tax filings go to the IRS and your state tax department separately. You file both, but they’re completely different requirements.

What if my LLC information hasn’t changed since my last filing?

You still have to file. Even if nothing has changed, you’re required to submit the biennial statement by the due date to confirm your information is current. Most online filing systems let you submit a “no changes” filing in just a couple clicks. But you can’t skip the filing just because nothing changed.

Can I file my biennial statement late?

Yes, but usually with late fees and possible loss of good standing. You can file a late biennial statement in most states, and the state will process it. But if too much time passes, your LLC may be administratively dissolved, requiring a full reinstatement process. Don’t wait. If you’re late, file as soon as possible.

Do I need a lawyer to file a biennial statement?

No, biennial statements are designed for business owners to file themselves. They’re straightforward forms with basic information, and most states offer online filing systems that make the process easy. You don’t need a lawyer, and you don’t really even need an accountant. The only time I’d consider hiring help is if you’re trying to file multiple past-due biennial statements and reinstate an administratively dissolved LLC, which can get complicated.

Does my registered agent handle biennial statements automatically?

It depends on your registered agent. A basic registered agent service only accepts service of process and forwards mail to you. They don’t automatically file biennial statements unless you pay for an add-on compliance service. Northwest Registered Agent offers this as an additional service, as do most other major registered agent providers. If your registered agent doesn’t handle it, you have to file it yourself.

What if my LLC is no longer active? Do I still have to file?

If your LLC is active in state records but you’re no longer using it, you either need to file the biennial statement to maintain it or formally dissolve the LLC. You can’t just ignore it. If you don’t want to keep the LLC, file articles of dissolution with the state to formally close it out. This stops future filing obligations. Just walking away doesn’t work because the state will continue to assess fees and eventually administratively dissolve the LLC, which can create messy consequences.

Can I change my registered agent on the biennial statement?

In most states, yes. The biennial statement is a convenient time to update your registered agent if you’re changing. However, in some states you need to file a separate form specifically for a registered agent change. Check your state’s rules. If in doubt, file the separate change of registered agent form and then file the biennial statement normally.

The Bottom Line on Biennial Statements

Biennial statements are a minor but important part of maintaining an LLC. They’re not complicated, they’re not expensive in most states, and they only come up every 2 years. But missing them can cause serious problems with your good standing, your ability to operate, and your liability protection. So take them seriously even though they seem like small administrative chores.

If you’re running an ecommerce business through an LLC in New York, California, Iowa, Nebraska, Alaska, or Washington D.C., you need to know when your biennial statement is due and file it on time every 2 years. Set a reminder, use a professional registered agent to track deadlines, and file early.

For the big picture on LLC management for ecommerce, read my complete business formation guide. If you’re trying to figure out which niche to start in, grab my free high-ticket niches list. And if you want help finding the right suppliers, check out my best suppliers guide.

If you want direct help setting up and running your ecommerce business the right way, I offer one-on-one coaching. For entrepreneurs who want to skip the setup entirely and buy a pre-built store that’s already making sales, check out my turnkey store service. Either way, stay on top of your compliance filings. It’s boring paperwork, but the consequences of missing it are very real.

External references: SBA business registration guide, IRS LLC overview, Nolo guide to maintaining an LLC.