How to Fill Out and Submit Form FTB 3537: NCNR Payment and Deadlines

California Form FTB 3537 is the payment voucher a Limited Liability Company uses to send in the nonconsenting nonresident (NCNR) members’ tax when it takes the automatic extension to file Form 568.¹ It does one job and only one job. It is not the form for the $800 annual LLC tax, and it is not the form for the LLC fee. If your LLC has nonresident members who haven’t signed a consent to file a California return, and you can’t get Form 568 filed by its original due date, this is the voucher you send with the estimated NCNR payment.

When You Actually Need This Form

Two things have to be true. Your LLC cannot file Form 568 by the original due date, and the LLC owes NCNR members’ tax for the year.¹ The NCNR tax applies when the LLC has nonresident members who haven’t signed a consent agreement to file a California return; the LLC itself then owes tax on each nonconsenting member’s share of California-source income, computed at that member’s highest marginal rate.²

If either condition is missing — you can file on time, or there is no NCNR tax due — don’t send the voucher. If you’re paying electronically, don’t mail the paper voucher either.¹

Not the Form for the $800 Tax or the LLC Fee

This is where most people get tripped up. The instructions state it in capitals: “DO NOT USE THIS FORM TO PAY THE ANNUAL LLC TAX OR FEE.”¹ The $800 annual LLC tax is paid with Form FTB 3522.³ The graduated LLC fee, which is based on total California income, is paid with Form FTB 3536.⁴ Form 3537 is only for the NCNR members’ tax that would otherwise be paid with the return.

When the Payment Is Due

The extension to file is automatic and doesn’t require an application. What it doesn’t do is give you extra time to pay. Any NCNR tax the LLC owes has to be paid by the original due date of Form 568 to avoid penalties and interest.¹

For most calendar-year LLCs — those taxed as partnerships, those in a series LLC, and single-member LLCs owned by a pass-through — the original due date is March 15. A single-member LLC owned by an individual or another non-pass-through entity has an April 15 due date.³ That is the date on your check or your Web Pay confirmation, not the extended filing date months later.

Calculating the NCNR Amount

The number that goes on the voucher is the LLC’s total NCNR tax liability, calculated using Schedule T in the Form 568 Tax Booklet.¹ For each nonresident member who hasn’t consented, multiply the member’s distributive share of California-source income by that member’s highest marginal rate — the individual rate under Revenue and Taxation Code Section 17041 or the corporate rate under Section 23151. Withholding already paid on the member’s behalf under Section 18662 reduces that member’s NCNR tax.⁵

Because interest runs on any shortfall from the original due date, use the best information you have — prior-year returns, year-to-date books, projected California allocations — and lean slightly high if the final numbers aren’t locked in yet. An overpayment is credited or refunded when the return is processed; an underpayment costs interest.

Filling Out the Voucher

Download the current-year form from ftb.ca.gov. It’s one page, but every identifier has to match what the FTB has on file for the LLC. The fields:

LLC name and DBA. The legal name; add the DBA if the LLC operates under a different name.
SOS file number. The California Secretary of State file number from your registration, entered exactly as it appears on your SOS filings.¹
FEIN. The nine-digit federal employer identification number, formatted XX-XXXXXXX.
Address, city, state, ZIP. The LLC’s current mailing address.
Telephone. A working contact number.
Taxable year. Beginning and ending dates of the tax year the payment covers.
Amount of payment. The NCNR tax from Schedule T. NCNR tax only. No $800 tax, no LLC fee.

The SOS file number and the FEIN are how the FTB matches your payment to your account. Check both against the original registration or a recent Statement of Information before you mail anything. A transposed digit can leave your payment unposted while penalties keep running on what the system reads as an unpaid balance.

How to Send the Payment

By Mail

Make the check or money order payable to “Franchise Tax Board.” Write the LLC’s SOS file number and FEIN on the check itself so it can still be matched if it gets separated from the voucher. Mail both to:

Franchise Tax Board
PO Box 942857
Sacramento, CA 94257-0531⁶

The envelope needs to be postmarked by the original return due date. USPS certified mail gives you a dated receipt, which is useful if the FTB later says the payment was late.

Through Web Pay

The FTB’s Web Pay system moves money directly from a business bank account at no cost.⁷ Log in on ftb.ca.gov, choose the business payment option, and select “Extension” as the payment type. You’ll enter the same identifiers used on the voucher — SOS file number, FEIN, taxable year — plus your bank routing and account numbers. When the transaction posts, the system generates a confirmation number. Save it.

If you pay electronically, don’t also mail the paper voucher. Sending both can produce a duplicate payment.

Penalties If You Miss the Deadline

A late NCNR payment triggers a 5% penalty on the unpaid tax plus 0.5% for each month or partial month it stays unpaid, running up to 40 months, with a combined cap of 25% of the unpaid tax.⁸ Interest accrues separately from the original due date until the balance is paid.

The FTB can waive the penalty for reasonable cause where the failure wasn’t due to willful neglect.⁸ Ordinary busyness rarely clears that bar. Documented emergencies, disasters, or reliance on erroneous written FTB guidance have a better chance.

Reconciling on the Return

The FTB doesn’t send an approval letter after receiving an extension payment. For a mailed check, your proof is the bank statement showing the check cleared. For Web Pay, your proof is the confirmation number. Keep whichever you have with a copy of the voucher until the final Form 568 is filed and reconciled.

When you file Form 568, report the extension payment on the return. If the actual NCNR tax is higher than what you paid on Form 3537, pay the difference with the return; interest on the shortfall runs from the original due date. If you overpaid, the excess is credited or refunded once the return is processed.

1
Franchise Tax Board. 2025 Instructions for Form FTB 3537 Payment for Automatic Extension for LLCs
2
Franchise Tax Board. FTB Pub 3556 Limited Liability Company Filing Information
3
Franchise Tax Board. Due Dates Businesses
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Franchise Tax Board. 2025 FTB 3536 Estimated Fee for LLCs
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California Legislative Information. California Revenue and Taxation Code RTC 18633.5
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Franchise Tax Board. Mailing Addresses
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Franchise Tax Board. Pay by Bank Account Web Pay
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Franchise Tax Board. FTB 1024 Penalty Reference Chart