What Is IT-204-LL and Who Needs to File It?

New York State requires certain partnerships and LLCs to file Form IT-204-LL to report and pay an annual filing fee. This obligation applies even if the business generates no income. Failure to file or miscalculating the fee can result in penalties.

Entities Required to File

Form IT-204-LL applies to limited liability companies (LLCs) and limited liability partnerships (LLPs) classified as partnerships for tax purposes. This includes both domestic entities formed under New York law and foreign entities registered in the state. Even if an LLC or LLP has no income or business activity, it may still need to file.

Single-member LLCs disregarded for federal tax purposes must file if they have any income, gain, loss, or deduction sourced to New York. Many business owners mistakenly assume disregarded status eliminates filing obligations, but this is not the case.

LLCs electing corporate taxation, including those filing as S corporations, are not required to submit Form IT-204-LL. Instead, they follow corporate tax filing rules under Article 9-A of New York Tax Law. Misclassifying tax status can lead to unnecessary filings or missed obligations.

Filing Fee Determination

The annual filing fee is based on New York-source gross income from the prior tax year. Only revenue attributable to New York is considered, even if the business operates in multiple states. Gross income includes all receipts before deductions, such as sales and rental income.

The fee structure ranges from $25 to $4,500. Businesses with $100,000 or less in New York-source gross income pay the minimum $25, while those exceeding $25 million owe the maximum $4,500. Intermediate brackets apply to those in between. These thresholds remain unless changed by legislation.

Businesses operating in multiple states must determine their New York-source income using allocation factors, often applying apportionment rules that consider sales, payroll, and property in New York. Errors in this calculation can result in penalties for underpayment or unnecessary costs for overpayment.

Submitting the Form

Form IT-204-LL must be filed electronically through the New York State Department of Taxation and Finance’s online portal. Paper submissions are not accepted, so entities without an account must create one. The portal allows filers to enter income figures, calculate the fee, and submit payment.

Payment must be made electronically via electronic funds transfer (EFT) or credit card. Checks and money orders are not accepted. Credit card payments may incur processing fees.

The deadline is the 15th day of the third month after the tax year ends. For calendar-year filers, this means March 15. Fiscal-year filers must adjust accordingly. Missing the deadline can result in penalties, even if the business has no income or owes only the minimum fee.

Late Filing Consequences

Failing to file on time results in penalties. The initial late filing penalty is $50, with additional charges if the required fee remains unpaid. Interest accrues on outstanding balances, with rates adjusted quarterly based on the federal short-term rate plus a fixed percentage.

Beyond monetary penalties, late or missing filings can create compliance issues. The state may issue notices demanding payment, and unresolved delinquencies could lead to tax warrants or collection actions. Foreign LLCs and LLPs risk losing authorization to operate in New York. A history of noncompliance can also complicate dealings with the state, such as registering new entities or obtaining tax clearances for mergers, acquisitions, or dissolutions.