Form IT-204-LL: Who Files, Fee Calculation, and Due Dates

Form IT-204-LL is the New York State annual filing fee payment form for partnerships, limited liability companies, and limited liability partnerships that have income, gain, loss, or deduction from New York sources. The fee runs from $25 to $4,500 based on the entity’s New York source gross income from the preceding tax year, and it is due by the 15th day of the third month after the close of the tax year. It is separate from any income tax the partners or members owe, and no extension is available.¹

Who Has to File

New York Tax Law Section 658(c)(3) requires the following entities to file Form IT-204-LL when they have New York source income:²

Any domestic or foreign LLC (including limited liability investment companies and limited liability trust companies) treated as a partnership for federal tax purposes and required to file a New York partnership return.
Single-member LLCs that are disregarded for federal income tax purposes. These pay a flat $25 regardless of income.
LLPs required to file a New York partnership return.
Regular partnerships that are not LLCs or LLPs, but only if their New York source gross income for the preceding tax year was at least $1 million.

That last threshold catches people off guard. An LLC and a regular partnership with identical income can have very different obligations. A regular partnership earning $900,000 from New York sources owes nothing and does not file the form at all. An LLC earning the same amount owes $500.¹

Who Does Not File

You do not file Form IT-204-LL if your partnership, LLC, or LLP has no income, gain, loss, or deduction from New York sources, even if it was formed under New York law or is currently dormant. The same is true if the only reason you would otherwise file a New York partnership return is that you have a resident partner but no New York source activity.³

LLCs and LLPs that have elected corporate treatment for federal income tax purposes are also excluded. If your LLC filed Form 8832 and chose corporate classification, the IT-204-LL fee does not apply; the entity follows New York’s corporate tax rules instead.⁴

How the Fee Is Calculated

The fee is based on the entity’s New York source gross income from the tax year immediately preceding the year for which the fee is due. A 2026 filing uses 2025 income. New York source gross income means the total of all partners’ or members’ shares of federal gross income connected to New York sources, computed without deducting cost of goods sold.²

The exclusion of cost of goods sold matters. A business with $2 million in gross receipts and $1.5 million in cost of goods sold has $500,000 in net income, but the fee is calculated on the $2 million figure. That can push an entity into a higher bracket than a quick look at profit would suggest.

LLC and LLP Fee Schedule

LLCs and LLPs use the schedule below. An entity with no New York source gross income in the preceding year pays $25.¹

$0 to $100,000: $25
$100,001 to $250,000: $50
$250,001 to $500,000: $175
$500,001 to $1,000,000: $500
$1,000,001 to $5,000,000: $1,500
$5,000,001 to $25,000,000: $3,000
Over $25,000,000: $4,500

Regular Partnership Fee Schedule

Regular partnerships owe the fee only if New York source gross income reached at least $1 million in the preceding year. Below that, no filing is required.²

Exactly $1,000,000: $500
$1,000,001 to $5,000,000: $1,500
$5,000,001 to $25,000,000: $3,000
Over $25,000,000: $4,500

When the Fee Is Due

Form IT-204-LL and full payment are due by the 15th day of the third month after the close of the tax year. For calendar-year entities filing for 2025, March 15, 2026 falls on a Sunday, so the deadline moves to March 16, 2026.³

There is no extension of time to file the form or to pay the fee. Even if the entity gets an extension to file its partnership return on Form IT-204, the filing fee still comes due on the original date.¹

How to File and Pay

New York requires electronic filing of Form IT-204-LL through state-approved tax software. Tax professionals authorized to e-file federal partnership returns must e-file this form as well. Self-filing partnerships must also e-file if they use approved software and have broadband access. Paper filing when the e-file mandate applies triggers penalties.⁵

To complete the form, you need the federal Employer Identification Number (or, for a disregarded-entity LLC without an EIN, the owner’s Social Security number) and the entity’s New York source gross income for the preceding tax year. The income figure comes from the federal return line items that correspond to New York-sourced activity.⁴

Payment is due in full at filing. Electronic payment options include ACH debit from a business bank account and credit card. Keep the confirmation number as proof of compliance.

Penalties for Filing or Paying Late

Missing the deadline triggers penalties under New York Tax Law Section 685. The failure-to-file penalty is 5% of the unpaid fee for each month or part of a month the filing is late, capped at 25%. A separate failure-to-pay penalty of 0.5% per month applies, also capped at 25%.⁶

Interest runs on top of the penalties. For the first quarter of 2026, New York’s underpayment interest rate for income tax purposes is 9.5%, compounded daily from the original due date until the balance is paid.⁷

On a $25 fee, these amounts are small. For entities in the $3,000 or $4,500 brackets, a few months of delay adds up quickly. Penalty abatement is possible if you can show reasonable cause, meaning ordinary care combined with circumstances that made timely filing impossible.

Not the Same as Nonresident Partner Estimated Tax

The IT-204-LL filing fee is often confused with a separate obligation. New York Tax Law Section 658(c)(4) requires partnerships, LLCs, and LLPs with New York source income to make quarterly estimated tax payments on behalf of partners who are nonresident individuals or C corporations. Those payments use Form IT-2658 for nonresident individual partners or Form CT-2658 for corporate partners, not Form IT-204-LL.²

The two obligations run on different schedules and serve different purposes. The filing fee is a flat annual charge on the entity. The estimated payments are income tax prepayments for specific partners. Paying one does not satisfy the other.

1
New York State Department of Taxation and Finance. Partnership, LLC, and LLP Annual Filing Fee
2
New York State Senate. New York Tax Code 658 – Requirements Concerning Returns, Notices, Records and Statements
3
New York State Department of Taxation and Finance. Instructions for Form IT-204-LL Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form
4
New York State Department of Taxation and Finance. Instructions for Form IT-204-LL
5
New York State Department of Taxation and Finance. E-File Partnership Returns
6
New York State Senate. New York Tax Code 685 – Additions to Tax and Civil Penalties
7
New York State Department of Taxation and Finance. Interest Rates 1/01/2026 – 3/31/2026