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Editorial 6 MIN READ

New York in March 2025: the $9 biennial that isn't really $9

A cheap two-year filing, a publication rule that still eats four figures, and a beneficial-ownership law nine months from going live

The Editors
Staff, Incorporator.org
6 min read Updated
Contents 7 sections
  1. The biennial statement, for what it is
  2. Publication: still live, still expensive
  3. The corporate franchise tax, briefly
  4. PTET, and why New York built it
  5. The LLCTA sitting on the 2026 calendar
  6. Who New York actually makes sense for in 2025
  7. Sources

ew York charges $9 every two years to keep an LLC or a corporation on its active rolls. That is the lowest recurring statutory fee of any meaningful commercial state, and it is also the number New York uses to win an argument it is quietly losing on every other front.

This is a guide for someone forming or maintaining in New York in March 2025, written to the actual obligations rather than the brochure.

The biennial statement, for what it is

The New York biennial statement is a short filing with the Department of State, due every two years by the end of the anniversary month of formation or qualification. For LLCs, the authority is NY LLC Law § 301-a, added to Article 3 in 2013; it requires the service address for process, the principal office, and a filing fee set at $9. For business corporations, the parallel rule is BCL § 408, with the same $9 fee and the same two-year cadence. The Department publishes both under the same online filing portal and accepts them in minutes.

At $9, the biennial is close to a rounding error. It is also close to irrelevant as a maintenance burden. What makes New York expensive is almost never the biennial; it is the things that sit next to the biennial on the calendar.

Publication: still live, still expensive

The New York LLC publication requirement is the single largest fixed cost of forming a New York LLC in 2025. Under NY LLC Law § 206, a newly formed or foreign-qualified LLC must publish a notice of formation in two newspapers designated by the clerk of the county in which the LLC's office is located, once a week for six consecutive weeks, within 120 days of formation. The LLC then files a Certificate of Publication with the Department of State, accompanied by affidavits from each publisher and a $50 filing fee.

The arithmetic varies by county, and the variance is the point. In New York County (Manhattan), the designated newspapers quote combined six-week rates that typically land between roughly $500 and $1,500 for a standard notice, with the daily legal organ pulling most of the weight. In Kings and Queens the range is narrower and a few hundred dollars lower. In most upstate counties, where the designated papers are small weeklies, the whole exercise clears for $80 to $200. The § 206 statute itself does not cap the price; the clerks designate the papers, and the papers price to their market.

The publication requirement is widely resented and, as of March 2025, still law. LLCs that miss the 120-day window are suspended from "doing business" in New York until they cure, which in practice means they cannot maintain actions in the state's courts (§ 206(a)). The cure is available late; the statute does not set a final expiration on the obligation, and LLCs formed years ago and never published still routinely clean it up when counsel notices.

Corporations are not subject to § 206. This is the clearest dollar difference between forming an LLC and forming a New York corporation, and it is the single reason a cost-sensitive New York founder should think twice before picking the LLC form in this state.

The corporate franchise tax, briefly

New York's Article 9-A corporate franchise tax, codified at Tax Law § 210, applies to most C-corps doing business in the state. It is computed as the higher of three bases (a rate on business income, a capital base, or a fixed dollar minimum), plus an MTA surcharge for entities doing business inside the Metropolitan Commuter Transportation District.

The fixed dollar minimum is a tiered schedule set by New York receipts. It starts at $25 for corporations with New York receipts under $100,000 and climbs through the hundreds and low thousands as receipts grow; a corporation with New York receipts between $500,000 and $1,000,000 owes $500, and the top tier caps at $200,000 for corporations with more than $1 billion in New York receipts. Most early-stage operating companies land in the $25 to $500 band and pay the rate-based component only when there is meaningful New York taxable income.

The headline rate on business income is 7.25% in 2025 for most corporations under § 210(1)(a), with a lower 6.5% rate for qualifying small businesses and manufacturers. These rates are not the point of this article; they are the point of the CT-3 instructions, and a founder running real New York revenue should be reading those directly with a CPA rather than from an editorial.

PTET, and why New York built it

New York's Pass-Through Entity Tax, codified at Tax Law Article 24-A § 860 and following, was enacted in 2021 (S. 5822-A, signed into law as part of the FY 2022 budget) and became effective for tax years beginning on or after January 1, 2021. It is an elective entity-level tax on partnerships and S-corporations, designed to work around the federal $10,000 cap on state and local tax deductions that individual owners otherwise face under IRC § 164(b)(6). The entity pays the tax at graduated rates and the owners take a refundable PTET credit on their New York personal returns.

For 2025 the election window runs through March 15 for calendar-year filers, with estimated payments due quarterly. A partnership or S-corporation in New York that has not at least considered PTET is leaving meaningful federal deduction on the table, and most mid-market professional services firms in New York have been making the election since TY 2021 without incident.

The LLCTA sitting on the 2026 calendar

The New York LLC Transparency Act, enacted in December 2023 (S. 995-B / A. 3484-A) and amended in March 2024 (S. 8059 / A. 8544), goes into effect on January 1, 2026. It imposes a state-level beneficial- ownership reporting regime that runs parallel to the federal Corporate Transparency Act's BOI filings with FinCEN. Domestic LLCs formed in New York and foreign LLCs qualified to do business in New York will be required to file a beneficial-ownership disclosure or a statement of exemption with the Department of State. Existing LLCs get a one-year transition window through January 1, 2027; new and newly qualified LLCs will file at formation.

Two features of the LLCTA matter for 2025 planning. First, the beneficial-owner information itself will not be public; the March 2024 amendment reclassified the BO database as confidential, accessible only to law enforcement and specified regulators. Second, the statute applies only to LLCs. Corporations are out of scope. For a founder forming a New York LLC this year and expecting to be operating on January 1, 2026, the LLCTA is not a reason to avoid the state, but it is a reason to keep cap-table and management records clean enough to file from on short notice.

Who New York actually makes sense for in 2025

Add up the real maintenance profile of a New York LLC formed this month. The biennial is $9. The publication, if you are in Manhattan, is somewhere between $550 and $1,550 all-in with the § 206 Certificate fee. There is no annual franchise tax unless the LLC has elected corporate tax treatment. Starting in 2026 there is an annual (or on-change) BO filing that is administratively cheap but informationally sensitive. Against Delaware, which bills a flat $300 LLC tax every June 1, the New York LLC is meaningfully cheaper in year two and every year after, and meaningfully more expensive in year one because of publication.

For a New York operating business with New York customers and New York employees, forming in New York is the right answer. The LLCTA does not change that; it only adds a disclosure. For a holding vehicle or a non-operational entity with no New York nexus, the $9 biennial is a bad reason to trigger § 206 and a good reason to look at a home- state filing first. The cheap headline hides a four-figure year one, and the year-one math is the one most founders do not do.

Sources

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