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Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs)

A limited liability company (LLC) is an unincorporated organization, with one or more members, each having limited liability for the contractual obligations and other liabilities of the company, other than a partnership or trust, that is formed for any lawful business purpose under the Limited Liability Company Law of New York State or under the laws of any other jurisdiction.

A limited liability partnership (LLP) is a partnership whose partners are authorized to provide professional services and that has registered as a limited liability partnership under Article 8-B of the Partnership Law of New York State or under the laws of another jurisdiction.

Tax treatment of LLCs and LLPs

  • The New York personal income tax and the corporate franchise tax conform to the federal income tax classification of LLCs and LLPs.  
    • An LLC or LLP that is treated as a partnership for federal income tax purposes will be treated as a partnership for New York tax purposes.
    • An LLC or LLP that is treated as a corporation, including an S corporation, for federal income tax purposes will be treated as a corporation for New York tax purposes or as a New York S corporation if the New York S election is made (or if it is a mandated New York S corporation).
    • A single-member LLC (SMLLC) that is treated as a disregarded entity for federal income tax purposes will be treated as a disregarded entity for New York tax purposes.
      • If the SMLLC is disregarded and the single member is an individual, the SMLLC will be treated as a sole proprietorship for New York tax purposes. 
      • If the SMLLC is disregarded and the single member is a corporation, including an S corporation, the SMLLC will be considered a division of the corporation for New York tax purposes.
      • If the SMLLC is disregarded and the single member is a partnership, the SMLLC will be considered a division of the partnership.
  • For information regarding the tax treatment of an LLC or LLP for purposes of the New York City Business Corporation Tax, New York City General Corporation Tax (GCT), and the New York City Unincorporated Business Tax (UBT), please visit the New York City Department of Finance Business webpage.

Tax responsibilities

  • An LLC that is treated as a sole proprietorship must report its business income and expenses on the individual's New York State personal income tax returns.
  • An LLC or LLP that is treated as a partnership may be required to file a Form IT-204, Partnership Return.
  • An LLC or LLP that is treated as a corporation for federal income tax purposes may be required to file a New York State corporation franchise tax return.
  • An LLC or LLP may be required to pay a filing fee and/or estimated income tax on behalf of certain partners or members.

For more information

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