Form IT-204-LL: New York's annual LLC filing fee, explained

Every LLC that earns money in New York owes the state a fee once a year. It is separate from income tax, separate from the $9 biennial statement, and not the one-time $200 fee to form the LLC. The form that carries it is Form IT-204-LL, the fee runs from $25 to $4,500, and it is due March 15 for calendar-year LLCs with no extension. The Tax Department starts charging a penalty the day after.

This guide covers who files, how the fee is set, what counts as New York income, how to file, and what a late one costs. For the biennial statement and the rest of the state's calendar, see the New York deadlines page.

Not sure whether the form is yours? Answer the questions below and the guide shows the side that applies.

Which year's income sets the fee

The fee for a tax year is based on New York source gross income from the year before it. For example, the form for tax year 2025, due March 16, 2026, uses 2024 income.

Two things follow from that:

• A new LLC's first fee is $25. It had no prior-year New York income, so it lands in the lowest tier whatever it earned in its first year.
• A short first year does not reduce the fee. New York does not prorate.

The fee table

For LLCs and LLPs taxed as partnerships, from the Tax Department's annual filing fee page:

A single-member LLC taxed as a disregarded entity pays $25 whatever its income.

For regular partnerships, the fee starts at $1 million:

What counts as New York source gross income

It is the members' shares of federal gross income from New York sources, with no deduction for cost of goods sold or anything else.

Income comes from New York sources when it is from:

• Real property in New York, including rent and the gain on a sale
• Tangible property located in New York
• A business, trade, or profession carried on in New York: an office, store, or warehouse here, or a regular pattern of transactions here
• Intangible property, to the extent it is used in a New York business

The instructions include a worksheet that pulls each figure off federal Form 1065 (Schedule K, Form 8825 for rental income, Schedule D and Form 4797 for gains). Each line counts only if it is income or a gain. A line that shows a loss counts as zero; it does not reduce the others.

Due date

The 15th day of the third month after your tax year closes. For a calendar-year LLC that is March 15. When the date lands on a weekend or holiday it moves to the next business day, so the fee for 2025 is due March 16, 2026.

There is no extension. A federal extension for the partnership return does nothing for this form. The fee is due in full on the date.

Instructions: how to file and pay

E-file. A partnership that prepares its own return with approved tax software and has broadband must e-file. Anyone else may e-file too. Tax software files IT-204-LL with the partnership return (Form IT-204), and it can also file it on its own.

Paper. If you are not required to e-file, print Form IT-204-LL, write a check or money order payable to "NYS filing fee" with your EIN and the words "2025 filing fee" on it, and mail both to:

State Processing Center
PO Box 15310
Albany NY 12212-5310

A general partner signs. For a single-member LLC, the member signs, and if the LLC has no EIN the form takes the member's Social Security number.

To correct a figure, file an amended IT-204-LL with the amended box marked and a note on the change. If the LLC is closing, mark the final box and tell the Department of State yourself; the Tax Department does not.

Late filing penalty

The Tax Department charges penalties and interest from the due date:

• A late-filing penalty of about 5 percent of the fee for each month the form is late, capped at 25 percent, with a $100 minimum once it is more than 60 days late
• A late-payment penalty of half a percent per month on the unpaid fee, also capped at 25 percent
• Interest on the unpaid amount
• A $50 fee if a check or electronic payment bounces

A late IT-204-LL costs you penalties and interest, but it does not touch your LLC's standing with the Department of State. That standing depends only on the $9 biennial statement, which has no late penalty at all. What a late fee does do is leave an open bill with the Tax Department, and that bill blocks tax clearance when you later dissolve or sell the LLC.

Common mistakes that cost money

• Paying the $9 biennial statement and calling the year done. It goes to a different agency, on a different form, by a different date.
• Assuming a single-member LLC is exempt. It owes the $25 flat.
• Using this year's income. The tier comes from the year before.
• Netting out expenses. The tiers run on gross income.
• Waiting on an extension. There is none.
• Filing it for an LLC with an S corporation election. That LLC files Form CT-3-S instead.

If you hold more than one New York LLC

Each LLC files its own IT-204-LL and pays its own fee.

Fernway keeps that date on one calendar for every LLC you own, next to the biennial statement and whatever your other states ask. Get started free or see the full New York calendar.

This guide is general information, not tax or legal advice. Check the current form and instructions, or ask a tax professional about your own situation.