Basic Legal Maintenance for New York Businesses
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Disclaimer
The information in this guide is provided for general informational purposes only and is not legal advice. It is not intended to be relied upon as legal advice. This guide highlights certain essential steps but does not cover all applicable laws, regulations, or requirements.
This guide was last updated on December 16, 2025, and some information may have changed since that time. If you have a legal issue or specific questions about your business, you should consult with an attorney.
Introduction
Properly forming your business in New York is a critical first step, but ongoing legal maintenance is equally important to preserve liability protections, regulatory compliance, and tax benefits throughout the life of your business.
Different entity types—such as PLLCs, LLCs, and Professional Corporations - have distinct and ongoing maintenance requirements.
Below is a general corporate maintenance checklist that most New York businesses should incorporate into their standard practices.
File a Biennial Statement with NY Department of State
Filing and payment of nominal fee may be completed online.
Due every other year in the calendar month on which your Certificate of Incorporation (for C-corp or S-corp) or Articles of Organization (for LLC) became effective.
Ensure Local, State, and Federal Tax Compliance Quarterly
Confirm the business or its accountant has prepared and filed all applicable local (e.g., NYC Department of Finance), state (i.e, NY State Department of Taxation and Finance), and federal (Internal Revenue Service) tax returns.
Ensure payment of all applicable taxes, including withholdings, sales, use, excise, and franchise taxes.
Review Certificate of Incorporation/Articles of Organization and By-Laws/Operating Agreement Annually
Reflect on prior year to determine if amendment is needed to Certificate of Incorporation (for corporations) or Articles of Organization (for LLC), such as: the company’s purpose, its management or operations, shareholder or membership types and voting.
Reflect on prior year to determine if amendment is needed to By-Laws (for corporation) or Operating Agreement (for LLCs), such as: streamlining or improving management and/or voting structure; and compensation, liability, and indemnification provisions.
Maintain Corporate Records and Formalities
Document all significant corporate actions taken during the year.
Calendar and prepare minutes for annual meetings of the owners
Confirm mailing address on record with NY Department of State for official communications and service of process for legal documents.
S-Corporations: Confirm Entity Eligibility Annually
For S-Corporations and LLCs with an S-Corporation election, confirm continued eligibility, including that:
The entity has no more than 100 shareholders
The entity has only one class of shares
No shareholder is a partnership, corporation, or non-resident alien
Note: New York City does not recognize S-Corporation status. NYC’s General Corporation Tax applies to S-Corporations operating in or doing business within the City.
Professional and Design Corporations: Confirm Entity Eligibility Annually
Confirm that all shareholders, directors, and officers hold current and valid professional licenses, unless an exception applies
Review and renew any professional licenses held in the name of the business
File a Triennial Statement every three years with the relevant licensing agency.
Reflect on Significant Corporate Events and Update Internal Policies Annually
Identify significant past or upcoming events, such as:
Changes to the business purpose or name
Adoption of an assumed name (DBA)
Anticipated ownership or structural changes
Review and update key legal documents, including:
Client, vendor, and employment agreements
Commercial leases
Loan, financing, and investment agreements
Assess compliance and operational needs, such as:
Data privacy and cybersecurity policies
Document retention and technology use policies
Intellectual property protections (e.g., trademarks, copyrights, patents)
Employee handbooks and internal procedures
Compliance with employment laws, including ERISA, FLSA, wage and hour laws, and anti-discrimination requirements—particularly with respect to independent contractors
Review Business Insurances
Review existing insurance policies annually.
Modify coverage as needed based on changes in operations, staffing, or risk exposure.
Consult with a Small Business Attorney as Needed
An attorney experienced in advising small and growing businesses can help ensure compliance, manage risk, and address legal issues before they become obstacles to your business’s success.
