Key figures
New York compliance
2026, with sources
Qualifying a Delaware corporation
A Delaware corporation doing business in New York files an Application for Authority with the Department of State’s Division of Corporations: $225, with a certificate of existence (good standing) from Delaware dated within the past year. If the company was already doing business in New York before applying, it first needs consent from the Tax Commission. Afterwards the only recurring Department of State filing is the biennial statement, $9 every two years in the calendar month the application was filed. The Department emails a reminder at the start of that month if it has an address on file.
The New York LLC Transparency Act took effect on January 1, 2026, but in a much narrower form than first passed: it covers only LLCs formed under the law of a foreign country and authorized to do business in New York. Each files either a beneficial owner disclosure (individuals who own 25% or more or exercise substantial control) or an attestation of exemption, each with a $25 fee, and refreshes it annually. US-formed LLCs and all corporations are outside it.
The tax calendar
For a calendar-year C-corp, Form CT-3 (with CT-3-M if the company is in the commuter district) and the city’s Form NYC-2 are both due April 15. Form CT-5 extends the state return six months; NYC-EXT extends the city return six months, but the city denies the extension unless the estimate is correct and paid by the original due date.
Both governments use a mandatory first installment. The city’s is 25% of the second preceding year’s tax, due March 15, once that tax exceeded $1,000; the state’s is on Form CT-300, with a threshold set in the CT-300 instructions. A company in its second or third profitable year should expect a March payment before it has closed the prior year.
Unclaimed funds
The Office of the State Comptroller administers unclaimed funds. For general corporations the final report, verification and remittance are due March 10, covering property that went dormant in the prior calendar year. Vendor checks and unpaid wages are both dormant after three years and go on the same report. A small company that never voids its stale checks is the classic finding here.
Deadlines
- Every two years, in the month the Application for Authority was filedDepartment of State biennial statement, $9Biennial statement
- Apr 15 for calendar yearsState franchise tax and MTA surchargeForm CT-3 / CT-3-M
- Apr 15 for calendar yearsNYC Business Corporation TaxForm NYC-2
- Mar 15 (if second preceding year’s tax exceeded $1,000)NYC mandatory first installment, 25% of prior taxForm NYC-300
- Mar 10Unclaimed funds final report and remittance (general corporations)
The federal baseline
This page covers what New York adds. The federal rules underneath it apply here too.
Common questions
Does the New York LLC Transparency Act apply to our Delaware C-corp?
No. The New York LLC Transparency Act, in effect since January 1, 2026, applies only to limited liability companies formed under the law of a foreign country and authorized to do business in New York; the Governor vetoed a bill in December 2025 that would have extended it to US LLCs. Each covered LLC files a beneficial owner disclosure or an attestation of exemption with the Department of State ($25). A Delaware C-corp, or a Delaware LLC, is outside it.
Is there an annual report fee like Delaware’s franchise tax?
No. New York’s Department of State charges $9 for a biennial statement, due every two years in the calendar month the Application for Authority was filed. The cost of being in New York is in the tax returns, not the corporate filings.
We sell to NYC customers but have no office there. Do we owe NYC corporate tax?
It can. A corporation with an office or employee in the five boroughs is doing business there regardless of revenue. One without them is still subject to the NYC Business Corporation Tax once its receipts from NYC sources reach the city’s economic threshold, $1,128,000 for 2024 and later, or $11,000 if it belongs to a unitary group whose NYC receipts together reach that figure.
Compliance next door
- CTConnecticut complianceRegistering costs $385 and the annual report $435 a year, due in the anniversary month. The corporate return is due May 15, with heavy estimates from the third month.
- MAMassachusetts complianceRegistering costs $400; the annual report is $125 ($100 online) and due 2½ months after year end, not on an anniversary. The excise return is due April 15 and unclaimed property November 1.
- NJNew Jersey complianceNew Jersey compliance is a $75 annual report in the company’s anniversary month, the CBT return a month after the federal one, and an unclaimed property report before November 1.
- PAPennsylvania compliancePennsylvania compliance is the RCT-101 by May 15, a new $7 annual report by June 30, and unclaimed property by April 15. Philadelphia adds its own business tax and license.
- VTVermont complianceVermont charges $155 to register and $250 a year for the annual report, due 2½ months after year end. The corporate return follows the federal date, with an extra 30 days on extension.
Founder guides on this
- ComplianceFirst-year compliance calendar for a Delaware C-corpDelaware franchise tax, 1099s, the federal return, payroll filings, state annual reports and sales tax: the deadlines a young C-corp misses most, by month.
- Sales taxSales tax nexus for startups: when you owe tax in a stateSince Wayfair, selling into a state can create a sales tax obligation. How economic nexus works, why SaaS is taxable in some states and when to register.
More of the New York guide
- AccountingAccounting and state tax in New YorkCorporate tax, conformity to federal rules, apportionment and what it does to your books
- ReceivablesReceivables and sales tax in New YorkSales tax registration, economic nexus, whether SaaS is taxable, and collecting from customers
- PayablesPayables and contractors in New YorkPaying vendors and contractors: 1099 filing, use tax, contractor tests and withholding
- PayrollPayroll taxes and employer rules in New YorkWithholding, unemployment insurance, paid leave, minimum wage and the rules on paydays
- AdvisoryAdvisory: credits and decisions in New YorkCredits, incentives and the decisions that are cheaper to get right the first time
Sources
Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.
- NYS Department of State — Application for Authority, foreign business corporation
- NYS Department of State — Biennial statements
- NYS Department of Taxation and Finance — Form CT-3-I instructions (2025)
- NYC Department of Finance — Business Corporation Tax
- NYS Department of State — Beneficial owner disclosure (LLC Transparency Act)
- NYS Office of the State Comptroller — Unclaimed funds reporting, general corporations
General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.