A biennial update is a filing a business submits every two years to keep its official records current with a government authority. Two very different filings share the name. States use it (or the similar “biennial statement” or “annual report”) for corporations and LLCs to confirm who runs the company and where to reach it. The federal government uses it for the MCS-150, which motor carriers file with the Federal Motor Carrier Safety Administration to update the information tied to their USDOT number. Which one applies depends on your business, and some businesses owe both.
The State Biennial Update
Most states require corporations, LLCs, and sometimes partnerships to file a periodic report confirming their basic information is still accurate. Some states call it an annual report and want it every year. Others call it a biennial statement and want it every two years. The content is essentially the same either way. A handful of states charge nothing; others charge from under $10 to several hundred dollars depending on the entity type and jurisdiction.
Foreign entities registered to do business in a state face the same obligation. An LLC formed in Delaware but registered in New York owes filings in both places. The list of entities required to file and how often varies by state, so your Secretary of State’s website is the only reliable place to confirm your schedule.
What the Form Asks For
The filing itself is short. States mainly want the categories of information that tend to change:
- The name and address of your registered agent, meaning the person or service designated to accept legal documents for the business.
- The principal office address, which is where the business primarily operates and may differ from the registered agent’s address.
- Officers, directors, or managers. Corporations report officers and directors; LLCs report members or managers.
- A brief description of the business’s purpose, though not every state asks.
Some states also ask corporations about share structure. The state wants a current snapshot of who runs the business, where to find them, and who to serve if the company is sued.
How and When to File
Nearly every state offers online filing through its Secretary of State website. You enter your entity’s identification number, confirm or update the information on file, and pay by credit card. If nothing has changed, it takes about ten minutes, and most online filings post immediately. Mail-in filing is still available in many states but takes weeks to process. Keep your confirmation receipt in either case.
States set deadlines differently. Some tie the due date to the anniversary of your entity’s formation. Others use a fixed calendar date for all entities, and a few assign odd-year or even-year filing based on when the entity was originally formed. Reminders are not guaranteed. Some states send them, some don’t, and any reminder that does go out may land at a registered agent address you forgot to update. Put the deadline on your own calendar.
The Federal Biennial Update: MCS-150
If your business holds a USDOT number, there is a separate biennial update run by the Federal Motor Carrier Safety Administration. This is the MCS-150, officially the Motor Carrier Identification Report, and it applies to motor carriers, freight brokers, freight forwarders, and intermodal equipment providers.1Federal Motor Carrier Safety Administration. Form MCS-150 and Instructions – Motor Carrier Identification Report
The MCS-150 updates the information tied to your USDOT number: company address, contact details, number of power units, driver count, types of cargo hauled, and similar operational data. It is free.2Federal Motor Carrier Safety Administration. Updating Your Registration or Authority You also need to file it whenever your information changes, not only at the biennial deadline.
Finding Your Deadline
Your filing month depends on the last two digits of your USDOT number. The final digit sets the month, and the second-to-last digit sets whether you file in odd or even calendar years. A USDOT number ending in 42 is due by the last day of February in every even-numbered year. A number ending in 73 is due by the last day of March in every odd-numbered year.3Federal Motor Carrier Safety Administration. When Am I Required to File a Biennial Update The month digits run 1 for January through 0 for October.4eCFR. Title 49 CFR 390.19 No one files in November or December.
Filing the Form
FMCSA prefers online filing through the Ask FMCSA portal. You can also download the MCS-150 and upload it through the same portal. There is no fee.2Federal Motor Carrier Safety Administration. Updating Your Registration or Authority Once you submit, you should receive an email confirmation with a reference number.
What Happens If You Miss It
Neither version resolves itself, and the penalties differ.
State Consequences
The first thing to go is your entity’s good standing status. That has practical effects. Lenders often require a certificate of good standing before approving financing. Other states may refuse to authorize your company to do business in their jurisdiction without one. Depending on the state, you may not be able to file or defend lawsuits until the deficiency is cured.
Continued nonfiling leads to administrative dissolution in most states. Over 90 percent of states follow this path. Dissolution strips the business of its legal existence, which means the liability protection that came with forming the entity goes with it. Creditors who couldn’t previously reach your personal assets may now have a path to do so.
Reinstatement is available in most states but costs more than the original filing would have. You typically need to file every back-due report, pay outstanding fees and penalties, and submit a separate reinstatement application. Late fees on overdue reports commonly run from $100 to $400, plus the reinstatement fee.
Federal Consequences
Failing to file the MCS-150 biennial update can trigger civil penalties of up to $1,000 per day, capped at $10,000. Certain for-hire carriers of passengers and freight, freight forwarders, and brokers may face additional penalties under a separate provision of federal law.5Federal Motor Carrier Safety Administration. What Are the Penalties for Failure to Submit My Biennial Update
FMCSA will also deactivate your USDOT number. A deactivated number means you are prohibited from conducting transportation.4eCFR. Title 49 CFR 390.19 For a trucking company, that grounds the fleet until the filing is current.
Is a Biennial Update the Same as an Annual Report?
Mostly, yes. Annual reports and biennial statements describe the same type of filing. The difference is frequency: annual every year, biennial every two years. The information requested is essentially identical. Which term applies to your business depends on the state and the entity type. Some states require annual filings for corporations but biennial filings for LLCs, or the reverse. A few states don’t require periodic reports at all. What matters is not the label but knowing when your specific entity owes its next filing in each state where it’s registered.