NYC Form NYC-245, the Activities Report of Business and General Corporations, is the one-page annual filing a foreign corporation uses to tell the New York City Department of Finance that it has a presence in the city but owes no Business Corporation Tax or General Corporation Tax. S corporations file by March 15; C corporations file by April 15. You can submit it through the city’s Business Tax e-File system or mail it to the Department of Finance processing center in Binghamton, and no filing fee is required.1NYC.gov. Business Tax e-File (BTeF)
Who Should File This Form
The form is for corporations that have an officer, employee, agent, or representative in New York City but claim they are not subject to either the General Corporation Tax or the Business Corporation Tax.2NYC Department of Finance. NYC-245 – Activities Report of Business and General Corporations If you owe city tax, or you are not sure whether you do, file a tax return instead.
Both taxes are covered by the same form. Since tax years beginning on or after January 1, 2015, the General Corporation Tax has applied only to S corporations and qualified subchapter S subsidiaries, and every other corporation falls under the Business Corporation Tax.3NYC.gov. Business General Corporation Tax – GCT An S corp disclaiming GCT and a C corp disclaiming BCT both use NYC-245.
Why Most Filers Qualify: Public Law 86-272
The most common basis for filing NYC-245 instead of a tax return is Public Law 86-272. The federal law bars any state or local government from imposing a net income tax on a business whose only in-state activity is soliciting orders for tangible goods, as long as those orders are sent outside the jurisdiction for approval and shipped from outside the jurisdiction.4Office of the Law Revision Counsel. 15 U.S. Code 381 – Imposition of Net Income Tax A company whose New York City activity is limited to sales reps pitching physical products, with every order approved and shipped from somewhere else, fits the shield.
The shield is narrower than many businesses assume, and a single crossing in the tax year can erase it. Selling services, licensing intangibles like software or trademarks, leasing equipment, and performing installation or repair work inside the city all fall outside the protection.5Multistate Tax Commission. Statement of Information Concerning Practices of Multistate Tax Commission and Supporting States Under Public Law 86-272
Online activity complicates things further. The Multistate Tax Commission has identified website behaviors that defeat 86-272 protection, including providing post-sale customer support through site chat, accepting online credit card applications that generate fee income, hosting a job portal for in-jurisdiction positions, placing cookies on local customers’ devices to gather data used for product development, and remotely patching or upgrading products through transmitted code.5Multistate Tax Commission. Statement of Information Concerning Practices of Multistate Tax Commission and Supporting States Under Public Law 86-272 If your site does any of these things for New York City customers, think hard before disclaiming liability on NYC-245.
Receipts Alone Can Trigger Tax
Even without any physical presence, revenue can create liability. For taxable years beginning on or after January 1, 2024, a corporation with $1,128,000 or more in receipts from New York City sources is subject to the Business Corporation Tax. A corporation with at least $11,000 in city-source receipts is also subject to the tax if it belongs to a unitary group whose combined city receipts reach $1,128,000.6NYC.gov. Business Corporation Tax If you cross either threshold, you cannot use NYC-245 to disclaim; you file a return.
What You Need to Complete the Form
Have the following on hand before you start: the corporation’s Federal Employer Identification Number, the business code number from the federal return, the date of incorporation, and the location of the corporation’s main or executive office.2NYC Department of Finance. NYC-245 – Activities Report of Business and General Corporations
The substantive questions ask about your footprint in the city:
- Whether you maintain any office in the five boroughs, and if so, when it was established.
- Whether you own or lease real or tangible personal property in the city.
- How many employees work in New York City.
- Whether you hold merchandise in the city for sale, own assets leased to others in the city, perform construction or repair work, or regularly solicit business through representatives who enter the city.
Answer honestly. A “yes” on property ownership or a permanent office can itself undermine the premise that you owe no city tax, and at that point the right next step is often a return rather than this report.
Deadlines
The due date tracks the corporation’s federal filing calendar:
- S corporations file by March 15 for calendar-year filers, or the 15th day of the third month after the close of the fiscal year.
- C corporations file by April 15 for calendar-year filers, or the 15th day of the fourth month after the close of the fiscal year.2NYC Department of Finance. NYC-245 – Activities Report of Business and General Corporations
Because these line up with the matching federal and state corporate deadlines, the Activities Report can ride along with the rest of your annual compliance.
If You Stop Doing Business in the City
A corporation that ceases doing business in New York City mid-year cannot use NYC-245 for that year. It has to file a final tax return, or request an extension, on or before the 15th day after the date it stopped being subject to the GCT or BCT.2NYC Department of Finance. NYC-245 – Activities Report of Business and General Corporations That is a short window, and missing it means a late return, not a late informational report.
Signing and Submitting the Form
A corporate officer must sign. The NYC Administrative Code requires certification by the president, vice-president, treasurer, assistant treasurer, chief accounting officer, or another duly authorized officer attesting that the statements are true.7American Legal Publishing Corporation. New York City Administrative Code 11-605 – Reports
You have two ways to submit. NYC-245 is eligible for electronic filing through the city’s Business Tax e-File system, though e-filing is not required.1NYC.gov. Business Tax e-File (BTeF) E-filing generates an automatic receipt, which solves the main weakness of paper filing.
To file on paper, mail the completed form to:
NYC Department of Finance, General Corporation Tax
P.O. Box 5564
Binghamton, NY 13902-55648NYC.gov. Payment Mailing Addresses
Use certified mail with return receipt requested, and keep a copy of the form with the postmarked receipt. That record is your defense if the city later says it never received the report. No fee is due.
The Catch: No Statute of Limitations
Filing NYC-245 does not start the clock on tax assessments. The form itself states that submitting it does not constitute filing a return sufficient to begin the limitations period.9NYC.gov. NYC Form NYC-245 – Activities Report of Business and General Corporations The Department of Finance can look back and assess tax for any year in which you filed only this report, with no time limit on that review. The three-year window that normally protects return filers simply does not apply.
That is the trade-off. You skip the tax and skip the return, but you leave the question open indefinitely. If you are not confident your activities genuinely qualify for protection, filing a return showing zero tax owed is the safer long-term play, because it starts the limitations clock.
What Happens If You Don’t File
NYC Administrative Code ยง11-676 sets the standard late-filing penalty at 5% of the tax due for the first month, plus 5% per additional month, up to 25%. If the return is more than 60 days late, the minimum penalty is the lesser of $100 or 100% of the tax due.10New York City Administrative Code. New York City Code 11-676 – Additions to Tax and Civil Penalties
For an NYC-245 filer disclaiming any tax, those percentages typically compute to zero. The real cost of skipping the filing is different: no record showing you acknowledged your presence and explained why you believe no tax is owed, and a higher chance of drawing an inquiry or audit. Combined with the open-ended assessment period described above, that makes a missed filing more exposed than the penalty math suggests.
The penalty can be waived if the corporation shows the failure was due to reasonable cause and not willful neglect. If you discover you missed a year, submit the late report as soon as you can, with a written explanation.