NY LLC Filing Fee Instructions: Step-by-Step Filing Guide

Starting a Limited Liability Company (LLC) in New York requires paying an annual filing fee to the New York State Department of Taxation and Finance. Failure to pay on time can lead to penalties and compliance issues.

Understanding who must pay, how the fee is calculated, what documents are required, and available payment methods ensures proper compliance. Below is a step-by-step guide to completing the process correctly.

Who Must File

Any domestic or foreign LLC classified as a partnership or disregarded entity for federal tax purposes and doing business in New York must pay the annual filing fee. This applies even if the LLC does not generate income in the state. As long as an LLC remains registered with the New York Department of State, it is subject to this requirement.

Single-member LLCs that have not elected corporate taxation must also pay the fee. Since they are disregarded for federal tax purposes, their income flows through to the owner’s personal tax return, but New York imposes this obligation separately. Multi-member LLCs, taxed as partnerships by default, must file and pay based on their total New York-source gross income.

LLCs electing to be taxed as corporations are exempt, as they are subject to New York’s corporate franchise tax instead. Inactive LLCs with no income, assets, or operations may qualify for an exemption but must formally dissolve or withdraw from the state to avoid future obligations.

Payment Computation

The annual filing fee is based on an LLC’s total gross income from business activity in New York, calculated before expenses or deductions. The state uses a tiered fee structure, with higher gross income resulting in a higher fee.

For 2024, the fee ranges from $25 to $4,500:

– Up to $100,000: $25
– $500,000 to $1 million: $175
– $1 million to $5 million: $500
– $5 million to $25 million: $3,000
– Over $25 million: $4,500

To determine the correct fee, LLCs must review their prior tax year’s New York-source gross income as reported on their federal tax return. Businesses operating in multiple states should allocate income based on New York activity, using apportionment rules that consider sales, payroll, and property within the state.

Documentation Requirements

LLCs must submit specific forms and supporting documents to ensure compliance and avoid processing delays or penalties.

State-Furnished Forms

The primary form for the filing fee is Form IT-204-LL, Limited Liability Company Filing Fee Payment Form, which must be submitted to the New York State Department of Taxation and Finance by the 15th day of the third month after the close of the LLC’s tax year (March 15 for calendar-year filers). The form requires the LLC’s name, employer identification number (EIN), mailing address, and New York-source gross income from the prior tax year.

For multi-member LLCs, this income should match the amount reported on IRS Form 1065 (U.S. Return of Partnership Income). Single-member LLCs should report income from Schedule C (Profit or Loss from Business) of Form 1040. Discrepancies between state and federal filings may trigger audits or additional inquiries.

Additional Paperwork

LLCs operating in multiple states should maintain apportionment schedules detailing how income is allocated to New York. These schedules substantiate the reported gross income and ensure the correct filing fee is paid.

For multi-member LLCs, an operating agreement can clarify income distribution among partners. While not required for filing, it may help resolve disputes if the state questions reported income. LLCs that have undergone ownership changes should provide updated membership records to reflect financial responsibility shifts.

If an LLC has filed for an exemption, supporting documentation such as a certificate of dissolution or withdrawal from the New York Department of State should be included to prevent unnecessary assessments.

Supporting Schedules

LLCs with multiple revenue streams should provide a breakdown of earnings by category, such as service income, product sales, rental income, or investment gains, to clarify how the gross income figure was determined.

If an LLC uses accrual accounting, where revenue recognition differs from cash-based reporting, it should include a reconciliation statement explaining any differences between federal and state filings.

For LLCs within a larger corporate structure, consolidated financial statements may be necessary to show how income is attributed to the New York entity. If the LLC is a subsidiary of a corporation, it should provide documentation on intercompany transactions to ensure compliance with New York Tax Law Section 658(c).

Filing Process Steps

The filing process begins with gathering financial data. Since the fee is based on prior-year figures, businesses should reconcile their internal accounting records with their federal tax return to avoid discrepancies that could trigger audits or penalties.

Once financial records are verified, Form IT-204-LL must be completed with business identification details, including the LLC’s filing status and tax year. If the entity has undergone structural changes, such as a conversion or merger, it must select the correct classification to avoid misfiling. Errors in entity type designation could result in misapplied payments or unnecessary correspondence with the New York Department of Taxation and Finance.

The due date is March 15 for calendar-year filers, while fiscal-year LLCs must file by the 15th day of the third month after their tax year ends. Late filings result in penalties calculated as a percentage of the unpaid fee under Tax Law Section 685(a)(2) and may also accrue interest under Section 684.

Payment Options

LLCs can pay the filing fee electronically, by check, or money order.

Electronic payments are the fastest option. The New York State Department of Taxation and Finance provides an Online Services portal, where LLCs can pay via ACH debit or credit card. ACH payments are free, while credit card transactions incur a 2.25% processing fee. Electronic payments provide immediate confirmation, reducing the risk of lost or delayed payments.

Checks or money orders must be mailed with Form IT-204-LL to the address specified in the form’s instructions. Payments should be made payable to “New York State Income Tax”, and businesses must include their Employer Identification Number (EIN) on the check for proper processing. Since mailed payments are subject to postal delays, LLCs should send them well before the due date. Using certified mail with return receipt provides proof of timely submission.

Businesses relying on accountants or tax preparers should confirm that payments are sent on time to avoid penalties under Tax Law Section 685(a)(1) for late remittance.