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.
If an existing partnership becomes an LLC through a conversion agreement under section 1006 of the Limited Liability Company Law, there generally is no need to obtain new registrations, licenses, or permits required by the Tax Law. Also, when an existing professional partnership registers with the Secretary of State as an LLP, there is no need to cancel any existing registrations, licenses, or permits, and reapply for new ones.
However, in either case, the LLC/LLP should complete the LLC/LLP Request for Information form and return it to the Tax Department. The information will be used by the Tax Department to reflect the LLC/LLP status and update business account information.
Exception: For purposes of the taxes imposed under Tax Law Articles 12-A (Tax on Gasoline and Similar Motor Fuel), 13-A (Tax on Petroleum Businesses), 18 (Taxes on Alcoholic Beverages), 20 (Taxes on Cigarettes and Tobacco Products), 21 (Highway Use Tax), and 21-A (Tax on Fuel Use), any addition or substitution of a partner of the registrant requires a new registration. For example, if there is an addition or substitution of a partner in the conversion to an LLC, the LLC must apply on its own behalf for any registrations, licenses or permits required under these Articles.
If a partnership was required to file a bond or other security with the Tax Department, a rider or other documentation demonstrating the continued application of the bond to the LLC must be executed and submitted as an addendum to the bond or other security.
If business assets are transferred to an LLC from a partnership required to collect sales and use tax, the LLC must file Form AU-196.10, Notification of Sale, Transfer, or Assignment in Bulk, with the Tax Department. For more information, see Tax Bulletin TB-ST-70, Bulk Sales.
If a partnership that owns an interest in real property changes ownership in connection with the conversion to an LLC, the real estate transfer tax (Article 31 of the Tax Law) may be imposed. For more information, see Form TP-584, Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax, and its instructions.
When a sole proprietorship or corporation goes out of existence as a result of the formation of an LLC, the sole proprietor or corporation has certain tax obligations to fulfill with the Tax Department. The sole proprietor or corporation must:
The newly formed LLC must apply for any registrations, licenses, or permits required by the Tax Law. These will not be transferred from the sole proprietorship or corporation to the LLC. In most cases, the new LLC cannot legally engage in business until the appropriate registrations, permits, or other documents have been obtained from the Tax Department. Therefore, the business owner must consider this when planning the change from an existing business to an LLC.
Additionally, when a New York corporation changes to an LLC, the corporation must formally dissolve to avoid further New York State corporate tax liability. If the business is a foreign corporation authorized to do business in New York, it must surrender its authority to do business in New York to avoid further New York State corporate tax liability. For more information, call the Corporation Dissolution Unit at (518) 485-2639.
If business assets are transferred to an LLC from a sole proprietor or corporation required to collect sales and use tax, the LLC must file a Form AU-196.10, Notification of Sale, Transfer, or Assignment in Bulk, with the Tax Department. For more information, see Tax Bulletin TB-ST-70, Bulk Sales.
If an ownership interest in real property is transferred by a sole proprietor or a corporation in exchange for an ownership interest in an LLC, the real estate transfer tax (Article 31 of the Tax Law) may be imposed. For more information, see Form TP-584, Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax, and its instructions.