For non-US owners of a New York LLC
Foreign-Owned New York LLC: State Report, Tax and IRS Filing
Your LLC is formed in New York and you live outside the US. Two sets of rules apply every year: New York's report and tax, and the IRS filing for foreign-owned LLCs. Here are both, from the state's own sources and the IRS.
Quick answer
What does a foreign-owned New York LLC have to file each year?
With New York: Biennial Statement (Department of State). Separately, a one-time publication requirement applies after formation: within 120 days after the articles of organization take effect, the LLC must publish a notice in two newspapers designated by the county clerk and file a Certificate of Publication ($50 fee) with the Department of State. Fee: US$9. Due: Every two years, during the calendar month in which the articles of organization were originally filed. It should not be filed before that month. With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- New York yearly report
- Biennial Statement (Department of State). Separately, a one-time publication requirement applies after formation: within
- New York fee
- US$9
- New York due date
- Every two years, during the calendar month in which the articles of organization were originally filed. It should not be filed before that m
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
The New York side: report, fee and tax
Before the IRS side, the state. New York's requirements, from official New York sources (New York official source, tax source): State figures checked October 28, 2026.
| Item | New York |
|---|---|
| Yearly report | Biennial Statement (Department of State). Separately, a one-time publication requirement applies after formation: within 120 days after the articles of organization take effect, the LLC must publish a notice in two newspapers designated by the county clerk and file a Certificate of Publication ($50 fee) with the Department of State. (biennial) |
| Fee | US$9. $9 biennial statement fee. Certificate of Publication (one time, after formation) is $50, plus the newspapers' publication charges. |
| Due | Every two years, during the calendar month in which the articles of organization were originally filed. It should not be filed before that month. |
| State tax | Annual LLC filing fee (Form IT-204-LL, Department of Taxation and Finance): a disregarded single-member LLC with any New York source income, gain, loss or deduction pays a flat $25. Due by the 15th day of the third month after the tax year ends (March 15 for calendar-year filers); no extension is allowed. An LLC with no New York source items does not file IT-204-LL. |
| If it is late | No late fee is stated for the biennial statement; the LLC shows as past due on Department of State records and on any Certificate of Status, which may block some transactions. Failure to complete publication and file the Certificate of Publication within 120 days suspends the LLC's authority to carry on business until it is filed. |
Easy to miss: Owners often skip the 120-day newspaper publication, which suspends the LLC's authority to do business, and forget the $25 IT-204-LL fee when the LLC has New York source income.
One point we could not confirm on the official pages: Penalty amount for a late IT-204-LL fee was not confirmed.
The IRS filings for a New York LLC with a foreign owner
The state filings do not replace the federal ones. A New York LLC owned by one non-US person is a disregarded entity for income tax, but the IRS treats it as a corporation for related-party reporting, so it files Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its owner, including the money used to form it. A missed or substantially incomplete form carries a US$25,000 penalty (IRS).
Also on the federal side: the BE-13 survey, generally within 45 days of a foreign person setting up a US business (BEA rule), and a Form 1040-NR only if the LLC has income effectively connected with a US trade or business (IRS).
Dates to keep
| Who | What and when |
|---|---|
| State | Biennial Statement (Department of State). Separately, a one-time publication requirement applies after formation: within 120 days after the articles of organization take effect, the LLC must publish a notice in two newspapers designated by the county clerk and file a Certificate of Publication ($50 fee) with the Department of State.: Every two years, during the calendar month in which the articles of organization were originally filed. It should not be filed before that month. |
| IRS | Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it) |
| Once | BE-13 within 45 days of formation, if it applies |
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned New York LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the New York date; the state report itself is filed with New York.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Law references for a New York LLC
New York
- State rules: New York official page, New York tax page.
Federal
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
Common questions
Does a foreign-owned New York LLC file an annual report?
Biennial Statement (Department of State). Separately, a one-time publication requirement applies after formation: within 120 days after the articles of organization take effect, the LLC must publish a notice in two newspapers designated by the county clerk and file a Certificate of Publication ($50 fee) with the Department of State.. Fee: US$9. Due: Every two years, during the calendar month in which the articles of organization were originally filed. It should not be filed before that month.
Does a New York LLC owned by a non-US person pay New York tax?
Annual LLC filing fee (Form IT-204-LL, Department of Taxation and Finance): a disregarded single-member LLC with any New York source income, gain, loss or deduction pays a flat $25. Due by the 15th day of the third month after the tax year ends (March 15 for calendar-year filers); no extension is allowed. An LLC with no New York source items does not file IT-204-LL.
What happens if the New York filing is late?
No late fee is stated for the biennial statement; the LLC shows as past due on Department of State records and on any Certificate of Status, which may block some transactions. Failure to complete publication and file the Certificate of Publication within 120 days suspends the LLC's authority to carry on business until it is filed.
Does a foreign-owned New York LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- New York: official source
- New York: tax source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
Request a Quote for your New York LLC filings
Tell us your situation in a few lines. We confirm whether we can help, what records matter and the next step. Substantive advice begins under a paid diagnostic or signed engagement.
Prepared and signed by a licensed US CPA who can represent you before the IRS. Verify Gurleen Kaur's Washington licence (#41150) on CPAverify