Which New York filing fee does a disregarded LLC or limited partnership owe, and when does it owe none?

Three payers, and the fee each one owes

N.Y. Tax Law section 658(c)(3)(A) imposes the annual filing fee on "every subchapter K limited liability company, every limited liability company that is a disregarded entity for federal income tax purposes, and every partnership which has any income derived from New York sources." The fee is due on or before the fifteenth day of the third month after the close of the taxable year, and the amount differs by category.

An LLC or limited liability partnership ("LLP") taxed as a partnership pays a graduated fee on its New York source gross income for the preceding taxable year: $25 up to $100,000; $50 over $100,000 up to $250,000; $175 over $250,000 up to $500,000; $500 over $500,000 up to $1,000,000; $1,500 over $1,000,000 up to $5,000,000; $3,000 over $5,000,000 up to $25,000,000; and $4,500 over $25,000,000 (section 658(c)(3)(B)). That income is the sum of the partners' or members' shares of federal gross income from the entity derived from or connected with New York sources under Tax Law section 631, computed without any deduction for cost of goods sold. An LLC with no such income in the preceding year "shall pay the minimum filing fee," which is $25 (section 658(c)(3)(B)).

A disregarded LLC pays a flat $25 for taxable years beginning on or after January 1, 2008 (section 658(c)(3)(A)), carried on its own line in Part 3 of Form IT-204-LL. Receipts do not matter: a disregarded LLC with $30 of New York rent and one with $30 million pay the same $25. The graduated table and the preceding-year measure do not apply to it, and the form tells it to skip Part 2.

A regular partnership, meaning any partnership that is not an LLC or LLP, is exempt unless its New York source gross income for the preceding year was at least $1,000,000. The statute exempts partnerships, other than LLPs, "with less than one million dollars in New York source gross income" (section 658(c)(3)(B)). At exactly $1,000,000 the fee is $500, and above it $1,500, $3,000 or $4,500 (TSB-M-09(8)I (N.Y. Dept. of Taxation and Finance, July 8, 2009)). Regular partnerships entered the fee regime only for tax years beginning on or after January 1, 2009, so a source that describes just LLCs and LLPs as payers describes older law. A first-year regular partnership has no preceding-year income. The statute's minimum-fee sentence speaks of "the limited liability company or partnership" without a carve-out, so read alone it would charge $25. The Department's instructions say instead that no fee is due and no form is filed when the preceding-year figure is under $1,000,000 or there was none (Instructions for Form IT-204-LL (2025)). That result rests on the instructions and goes beyond the statute's words, in the filer's favor.

The statute's grammar leaves one point loose: "which has any income derived from New York sources" follows "every partnership," and the separate $25 sentence for disregarded LLCs has no New York condition of its own. The Department applies the condition to every payer. Its instructions require a disregarded LLC to file only if it has income, gain, loss or deduction from New York sources, and a net loss counts, so a disregarded LLC whose only New York item is a loss still owes $25. Those items follow the nonresident sourcing rules of Tax Law section 631: real and tangible property in New York, intangibles used in a New York business, a business carried on in New York, and certain gains on cooperative housing stock and partnership interests.

A limited partnership with one federal owner

A state-law limited partnership has at least two partners, so a limited partnership with one federal owner arises by the route Rev. Rul. 2004-77, 2004-31 I.R.B., describes. When one of an eligible entity's two members under local law is disregarded as an entity separate from the other, the entity "cannot be classified as a partnership" and is either disregarded or an association taxable as a corporation. A domestic eligible entity with a single owner is disregarded unless it elects association status, and a disregarded entity's activities are treated "in the same manner as a sole proprietorship, branch, or division of the owner" (Treas. Reg. sections 301.7701-2(a), 301.7701-2(c)(2)(i) and 301.7701-3(b)(1)). The common form is a 99 percent limited partner with a 1 percent general partner that is a single-member LLC of the same owner.

Tested against the three payers, that entity:

1. Is not an LLC. The disregarded-entity sentence of section 658(c)(3)(A) names only a "limited liability company that is a disregarded entity." Form IT-204-LL (2025) offers the entity boxes "Regular partnership" and "Limited liability company (LLC) or limited liability partnership (LLP)," heads its Part 3 for disregarded LLCs, and has no box for a disregarded limited partnership. Nothing in the statute, instructions, form or the Department's pages extends the $25 fee to such a partnership, on either reading below.
2. Is not an LLP. An LLP is a partnership "without limited partners" (N.Y. Partnership Law section 2), and a limited partnership has limited partners.
3. May or may not be a "partnership" for Article 22. Two readings compete, and no Department pronouncement chooses between them.

The conformity reading. Tax Law section 607(a) gives any term used in Article 22, the article that includes section 658, "the same meaning as when used in a comparable context in the laws of the United States relating to federal income taxes, unless a different meaning is clearly required." Federally the entity is not a partnership. The Department's statement of conformity for LLCs and LLPs follows the same logic (Department, Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs)), the Form IT-204 instructions treat a "disregarded entity" partner by reference to the federal Schedule K-1 (Instructions for Form IT-204 (2025), Item F), and the Form IT-204-LL instructions reach a regular partnership only if it is required to file a New York partnership return, which turns on the "every partnership" of section 658(c)(1). Every version of the payer list has used federal labels, and adding disregarded LLCs in 2008 would have been surplusage if "partnership" already swept in every state-law entity. Tax Law section 2(6) says "partnership," unless the context requires otherwise, "shall include, but shall not be limited to, a limited liability company," but it yields to context, and section 607(a) supplies the context inside Article 22. On this reading the entity files no Form IT-204 and no Form IT-204-LL, and its New York items are reported by its owner, on the owner's personal income tax return, corporate return or partnership return. California reached a similar result for its annual limited partnership tax (FTB Legal Ruling 2019-02); another article in this library covers that reasoning. This is the better reading of the statute's structure, though no Department pronouncement adopts it.

The state-law reading, which the Department would more likely take. This is reasoning from the statutes and instructions, not a Department statement. The fee statute sorts payers by state-law form and qualifies only the LLC categories by federal classification, which shows the legislature knew how to say "subchapter K" and did not say it of partnerships. N.Y. Partnership Law section 121-101(h) defines a limited partnership as a partnership formed by two or more persons, and subdivision (n) makes an LLC a person, so a limited partnership whose partners are a corporation and its single-member LLC is a partnership under the statute that created it. Tax Law section 2(6) carries that meaning into the Tax Law and is inclusive, and the Department's instructions define the third payer by state-law form, a "regular partnership (those that are not an LLC or LLP)." Section 607(a) gives way where a different meaning is "clearly required," and the Department would say a fee keyed to entity form is such a case. It would add that none of its publications read relieves a state-law partnership of the Article 22 return because it is federally disregarded, and that the one disregarded entity the legislature addressed, the LLC, was made a payer and not excused. On this reading the entity files Form IT-204 under section 658(c)(1) whenever it has New York items or a resident partner, issues Forms IT-204-IP, makes estimated tax payments on behalf of a nonresident individual or C corporation owner (section 658(c)(4)(A)), and pays the regular-partnership fee once its preceding-year New York source gross income reaches $1,000,000. It never pays the $25 disregarded-LLC fee.

Where the readings part. Below $1,000,000 of preceding-year New York source gross income the readings agree on the fee: none. They differ from the first dollar on whether Form IT-204 is due, whether Forms IT-204-IP issue, and whether the estimated payments are owed for the owner, and at or above $1,000,000 they differ by the regular-partnership table. The sources read include no statute, regulation, TSB-M, advisory opinion or form instruction that names a federally disregarded limited partnership.

An LLC disregarded into a partnership

Where the single member of a disregarded LLC is a partnership, the Department treats the LLC as "a division of the partnership." The fee consequences are reasoning from the Form IT-204-LL worksheet, not from an instruction that speaks of this variant. The worksheet builds New York source gross income from the partnership's own federal Form 1065 items, and a division's items are already inside them. Its one exclusion, for income from a partnership in which the filer is a partner, reaches a lower-tier partnership and not a division. So the LLC's New York gross income enters the owner partnership's graduated base, while the LLC files its own Form IT-204-LL and pays $25 on the same items, naming the partnership and its EIN in Part 3. No credit offsets one against the other (section 658(c)(3)(C)). The Department's likely position is the same. How the fee behaves when one partnership owns another is a separate question this article does not address.

When a disregarded entity owes nothing

Beyond the regular-partnership exemption and the disregarded limited partnership cases above, no fee is due, and Form IT-204-LL is not filed, in these cases:

• A disregarded LLC with no New York source income, gain, loss or deduction for the year, whether or not it is formed under New York law or is dormant. New York formation alone creates no fee, the reverse of California, where an LLC whose articles of organization have been accepted or whose certificate of registration has been issued owes the $800 annual LLC tax whether or not it does business there (Cal. Rev. and Tax. Code sections 17941(b)(1) and 23153(d)).
• An LLC that elected corporate treatment, including an S corporation. It is outside the fee and inside the corporate regime, whose amounts this article does not state.
• A partnership, LLC or LLP with no New York source income, gain, loss or deduction that files a partnership return solely because it has a New York resident partner. A disregarded entity files no partnership return at all.

The fee follows federal classification; the sales tax does not. Article 28 defines "person" to include a "limited liability company" with no federal-classification qualifier (Tax Law section 1101(a)), and section 1101(b)(4)(v)(A) expressly contemplates a single-member LLC "disregarded as an entity separate from its owner for federal income tax purposes" as a separate purchaser. A disregarded LLC with taxable New York sales is its own person for sales tax purposes; the registration rules are outside this article.

Mechanics that trip filers

• Due date and no extension. The Department allows no extension to file Form IT-204-LL or to pay the fee (Department, Annual filing fee for partnerships, LLCs, and LLPs), so an extension of the owner's or the partnership's return does not move it. Whose tax year sets a disregarded LLC's due date is open: Part 3 ties the LLC to the owner that reports its income or loss, which makes the owner's year the natural reading, but no instruction read says so.
• No proration and no credits. A short federal year does not reduce the fee, and "no credits provided by this article may be taken against the fee" (section 658(c)(3)(C)).
• Late or missing fee. An unpaid fee is paid on notice and demand and is "assessed, collected and paid in the same manner as taxes," and every reference in Article 22 to tax is deemed also to refer to the fee (section 658(c)(3)(D)). That is why the instructions warn of penalties and interest for late filing or payment. The amounts are not addressed here.
• Identification. A disregarded LLC with neither an EIN nor a New York temporary identification number enters a Social Security number, and Part 3 names the owner as the entity or individual that reports the LLC's income or loss.
• Final year. The form has a box for the final Form IT-204-LL, and an LLC or LLP registered with the Department of State must also contact that department to end the registration. A disregarded LLC that winds up still owes $25 for its last year if it had any New York item in that year.

New York City

The City imposes no filing fee and no minimum tax on partnerships or LLCs under the Unincorporated Business Tax, and none appears in the 2025 instructions for Forms NYC-202 and NYC-204. The City's forms follow federal classification for a single-member LLC: "Single-member LLCs must file on Form NYC-202," and the NYC-204 instructions treat as partnerships "limited liability companies (other than single-member LLCs)." N.Y.C. Finance Memorandum 99-1 (Oct. 21, 1999) says that for a single-owner eligible entity, "unless corporate status is elected, the entity is disregarded," and its activities "will be considered activities of the owner." The memorandum does not name a single-owner partnership or limited partnership, so its reach to a federally disregarded limited partnership is an inference from its general wording. A separate article in this library covers how the City attributes to a single-member LLC the business of other entities in which it holds interests.

A worked example

All facts are invented. A manufacturing corporation, the owner, files on a calendar year and holds:

• LLC A, a single-member LLC with no election, leases a New York warehouse; its New York rent was $2,000,000 in the prior year.
• LP B, a Delaware limited partnership with the owner as 99 percent limited partner and LLC C, a single-member LLC of the owner with no other activity, as 1 percent general partner. Its prior-year New York source gross income, from sales through a New York office, was $3,000,000.
• LLC D, an LLC taxed as a partnership (the owner 80 percent, an unrelated investor 20 percent), with prior-year New York source gross income of $600,000, of which $250,000 is New York rent earned through LLC G, a single-member LLC owned by LLC D with no election.
• LP E, a limited partnership taxed as a partnership (the owner and an unrelated investor), with prior-year New York source gross income of $800,000.
• LLC F, a New York single-member LLC formed for a project that never started, with no activity and no New York source income, gain, loss or deduction in the year.

The results:

• LLC A owes $25. It has New York source income, and the fee is flat whatever the receipts.
• LP B owes $0 or $1,500. On the conformity reading it is not a partnership and files neither form. On the state-law reading it is a regular partnership, and $3,000,000 falls in the $1,500 band.
• LLC C owes $0 or $25. On the conformity reading LP B does not exist federally, and LLC C has no New York source income, gain, loss or deduction of its own. On the state-law reading LLC C holds a 1 percent share of LP B's New York source items of income, gain, loss and deduction and answers line 1 yes. Even on the conformity reading the Department could treat LLC C's general partner share as New York items and ask for $25; no source addresses LLC C.
• LLC D owes $500. Its $600,000 falls in the $500 band. LLC G's $250,000 is inside LLC D's Form 1065 figures, and the tiered-partnership exclusion does not remove it.
• LLC G owes $25. It has New York source income, and Part 3 names LLC D and its EIN. No credit runs between the two.
• LP E owes $0. Its $800,000 is under $1,000,000, so it is exempt, but it still files Form IT-204.
• LLC F owes $0. It has no New York source income, gain, loss or deduction, and formation in New York does not matter.

LP B and LLC C follow the same reading, so there are two totals. On the conformity reading the total is $25 + $0 + $0 + $500 + $25 + $0 + $0 = $550. On the state-law reading it is $25 + $1,500 + $25 + $500 + $25 + $0 + $0 = $2,075. The example leaves out the owner's corporate franchise tax, the section 658(c)(4) estimated payments LLC D and LP E make for nonresident individual and C corporation partners (and, on the state-law reading, LP B's for the owner), any pass-through entity tax election, and any stacking of one partnership inside another.

Practice notes

Classify every single-owner entity in New York before the fifteenth day of the third month after year end. An LLC pays $25 if it has any New York source income, gain, loss or deduction, even a loss alone, and nothing if it has none; a limited partnership never pays the disregarded-LLC fee (Tax Law section 658(c)(3)(A); Form IT-204-LL, Part 3). Confirm federal single ownership of a two-partner limited partnership by tracing the general partner to the same owner (Rev. Rul. 2004-77) before relying on the conformity reading, and decide with eyes open: no Department pronouncement confirms that reading, the Department's likelier position treats the entity as a partnership that files Form IT-204, and the $1,000,000 line still governs the fee on that reading (Tax Law section 658(c)(3)(B)). Calendar the fee separately from the return, because no extension applies, and test the $1,000,000 line on the preceding year's New York source gross income. Register a disregarded LLC with taxable New York sales as its own sales tax person (Tax Law section 1101(a), (b)(4)(v)(A)), and mark the final box on the last Form IT-204-LL of a disregarded LLC that winds up. G&G State Tax Group provides entity classification and annual filing fee reviews for single-owner LLCs and limited partnerships in New York, alongside its state and local tax practice.