A New York LLC has three recurring or one-time obligations to track: an annual filing fee paid to the Department of Taxation and Finance on Form IT-204-LL, a biennial statement filed with the Department of State for $9 every two years, and — for newly formed LLCs only — a one-time newspaper publication that must be completed within 120 days of formation. The New York LLC annual filing requirements are driven mostly by that IT-204-LL fee, which is due on the 15th day of the third month after your tax year closes and has no extension available.
The Annual Filing Fee on Form IT-204-LL
Under Tax Law § 658(c)(3), the annual filing fee applies to LLCs treated as partnerships for federal tax purposes and to single-member LLCs treated as disregarded entities that have any income, gain, loss, or deduction from New York sources.1New York State Senate. New York Tax Code 658 – Requirements Concerning Returns, Notices, Records and Statements You report and pay the fee using Form IT-204-LL.
Two carve-outs matter. LLCs that elected to be taxed as corporations federally do not file IT-204-LL and follow the corporate tax rules instead. Single-member disregarded-entity LLCs with New York source income pay a flat $25, regardless of income size.2Department of Taxation and Finance. Partnership, LLC, and LLP Annual Filing Fee
How the Fee Is Calculated
For multi-member LLCs taxed as partnerships, the fee is tied to New York source gross income from the tax year immediately before the year the fee covers. That figure is the total of all members’ shares of federal gross income from the LLC connected to New York sources, calculated without any deduction for cost of goods sold.1New York State Senate. New York Tax Code 658 – Requirements Concerning Returns, Notices, Records and Statements Because cost of goods sold is not subtracted, the number you use will be larger than your net income.
The schedule has seven tiers:3Department of Taxation and Finance. Instructions for Form IT-204-LL
- $0 to $100,000: $25
- Over $100,000 to $250,000: $50
- Over $250,000 to $500,000: $175
- Over $500,000 to $1,000,000: $500
- Over $1,000,000 to $5,000,000: $1,500
- Over $5,000,000 to $25,000,000: $3,000
- Over $25,000,000: $4,500
Even an LLC with zero New York source gross income still owes the $25 minimum.
Deadline and No Extensions
Form IT-204-LL is due on the 15th day of the third month after the close of your tax year.4Department of Taxation and Finance. Instructions for Form IT-204-LL Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form For a calendar-year LLC, that’s March 15. If the date falls on a weekend or holiday, the deadline moves to the next business day.
There is no extension of time to file IT-204-LL or to pay the fee. An extension on your partnership return (Form IT-204) does not carry over. Most late filings happen because owners assume one extension covers everything. You may be required to file electronically using New York State-approved software, and the form asks for your EIN, your fiscal year dates, and the calculated New York source gross income.4Department of Taxation and Finance. Instructions for Form IT-204-LL Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form
The Biennial Statement With the Department of State
Every domestic and foreign LLC registered in New York must file a biennial statement with the Department of State under Limited Liability Company Law § 301(e).5New York State Senate. New York Limited Liability Company Law 301 – Statutory Designation of Secretary of State as Agent for Service of Process The statement updates the mailing address where the Secretary of State forwards legal process. It does not ask for financial data.
The filing window opens in the same calendar month your articles of organization were originally filed, and the statement cannot be submitted before the first business day of that month.6New York Department of State. e-Statement Filing System An LLC formed in September 2024 files its first biennial statement in September 2026. The fee is $9, payable by credit or debit card through the e-Statement Filing System.7New York Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
One interaction with the tax side is worth knowing. If your LLC files Form IT-204-LL, the biennial address information can be reported there instead, replacing the separate DOS filing.5New York State Senate. New York Limited Liability Company Law 301 – Statutory Designation of Secretary of State as Agent for Service of Process You must keep filing the biennial statement with DOS until you’ve actually submitted your first IT-204-LL carrying that address information.
One-Time Publication for New LLCs
Within 120 days after your articles of organization take effect, you must publish a notice of formation in two newspapers — one daily and one weekly — in the county where your LLC’s office is located.8New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication The county clerk designates which newspapers qualify, so you cannot shop for the cheapest paper.
The notice runs once a week for six consecutive weeks and must include your LLC’s name, formation date, office county, principal business address, the Secretary of State’s designation as agent for process, and the character of your business.8New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication Each newspaper then issues an affidavit of publication. You file a Certificate of Publication along with those affidavits with the Department of State and pay a $50 filing fee.9New York Department of State. Certificate of Publication for Domestic Limited Liability Company
Newspaper costs vary dramatically by county. An LLC based in Albany or Monroe County might spend $100 to $375. One in Manhattan can run $850 to $1,500 or more. The New York City counties and surrounding suburbs are consistently the most expensive, so budget before choosing where to base your registered office.
What Happens If You Miss a Deadline
Late Biennial Statement
There is no dollar penalty, but the Department of State flags the LLC as “past due,” and any Certificate of Status will reflect that delinquency.10New York Department of State. Existing Corporations and Businesses Lenders, commercial landlords, and prospective partners routinely check entity status before signing agreements, so past-due status can hold up deals. A stale service-of-process address also means legal papers may go to the wrong location, raising the risk of a default judgment.
Late IT-204-LL
Late or missing IT-204-LL filings can trigger penalties and interest.4Department of Taxation and Finance. Instructions for Form IT-204-LL Partnership, Limited Liability Company, and Limited Liability Partnership Filing Fee Payment Form The Department of Taxation and Finance treats unpaid filing fees the way it treats unpaid taxes, with notice-and-demand collection through the same enforcement tools available for tax debts.1New York State Senate. New York Tax Code 658 – Requirements Concerning Returns, Notices, Records and Statements Because no extension is available, the safer habit is to file IT-204-LL early in the tax season rather than bundling it with your partnership return.
Missed Publication
If you miss the 120-day publication window, your LLC’s authority to conduct business in New York is suspended. Suspension does not void contracts entered into while out of compliance, and you can cure it at any time by completing the publication and filing the certificate. Once cured, the suspension is annulled retroactively as if it never occurred.8New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication Even so, operating under suspension is a poor position when trying to enforce a contract or close a deal.
A Note on Federal Beneficial Ownership Reporting
As of March 2025, all entities created in the United States are exempt from Beneficial Ownership Information reporting to FinCEN, and FinCEN has stated it will not enforce reporting penalties or fines against U.S. companies or their beneficial owners.11Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting New York LLCs currently have no federal BOI filing obligation. FinCEN has indicated possible future rulemaking directed at foreign entities, so the rules may change.