What Happens if I Leave My LLC inactive in NY?

If you stop doing business and fail to pay your biennial statement in New York, your LLC will receive a “past due” status. Here’s what you need to know:

What does “past due” mean for an LLC?

Failing to file your New York Biennial Statement will result in your business being listed as “past due” in state records. This designation will be reflected in your Certificate of Status, known in some states as a certificate of good standing or certificate of existence, which may make some business transactions difficult. However, in spite of a “past due” status, your LLC will continue to remain “active” with the state.

Will the NY Department of State dissolve my LLC?

No. If you completely ignore your business—both operationally and when it comes to filings with the state—your LLC will still remain listed as “active” with the state. This is because the New York State Department doesn’t involuntarily dissolve LLCs. For your LLC to become “inactive,” you would have to take steps to dissolve your business yourself.

Can I be fined for not filing a NY biennial statement?

No, you won’t accrue any additional fines if you don’t file your biennial statement. However, if you wish to Reinstate Your New York LLC, you’ll have to pay the $9 fee for your delinquent biennial statement.

Should I dissolve my LLC?

One option for ensuring your company remains inactive in the state of New York is to file for dissolution. To do this, you would have to file Articles of Dissolution with the New York Department of State and pay the associated $60 fee.

For more information about closing your LLC in New York, see Northwest’s page: How to Dissolve a New York LLC.