Articles of Dissolution - Domestic Limited Liability Companies

Within 90 days following the dissolution and the commencement of winding up the limited liability company, or at any other time that there are no members, a domestic limited liability company shall file articles of dissolution pursuant to Section 705 of the Limited Liability Company Law.

The completed articles of dissolution, together with the statutory fee of $60, should be forwarded to the New York State Department of State, Division of Corporations, 41 State Street, Albany, NY 12231.

The tax lawyers mess up LLCs:
http://busmovie.typepad.com/ideoblog/2006/03/the_tax_lawyers.html
An interest in a business (usually this applies to family owned businesses) can be transferred at a discounted value for estate tax purposes only if the business association statute under which the business was organized restricts transfer. In other words, it's not enough under the IRC that the business does so by agreement.

Are my contributions to my New York City (IRC125) flexible benefits program taxable by New York State?

Answer ID 604 | Updated 12/06/2010 01:13 PM

Yes, if your wage and tax statement(s), federal Form W-2 (Copy 2, Box 14) show(s) that an amount was deducted or deferred from your salary under a flexible benefits program established by the city of New York or certain other New York City public employees on your behalf, then include this amount on Form IT-150, line 14 or Form IT-201, line 23 or Form IT-203, line 22.

Note: For purposes of this addition, certain other New York City public employers include the following:

City University of New York
New York City Health and Hospitals Corporation
New York City Transit Authority
New York City Housing Authority
New York City Off-Track Betting Corporation
New York City Board of Education
New York City School Construction Authority
New York City Rehabilitation Mortgage Insurance Corporation
Manhattan and Bronx Surface Transit Operating Authority
Staten Island Rapid Transit Authority.

Are public employee 414 (h) contributions taxable by New York State?

Answer ID 603 | Updated 12/06/2010 01:53 PM

Are public employee 414 (h) contributions taxable by New York State?

The following 414(h) retirement contributions shown on federal form W-2, Wage and Tax Statement, are taxable by New York State.

Tier 3 or Tier 4 membership in the New York State and Local Retirement systems, which includes the New York State Employees' Retirement System and the New York State Policemen's and Firemen's Retirement System.
Tier 3 or Tier 4 membership in the New York State Teachers' Retirement System.
Optional Retirement Programs for employees of the State or City University of New York.
Tier membership in the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Board of Education Retirement System, the New York City Police Pension Fund, or the New York City Fire Department Pension Fund.
Membership in the Manhattan and Bronx Surface Transit Operating Authority (MABSTOA).

If you have a retirement plan in one of these categories, and you have a public employee 414(h) retirement contribution shown on your W-2, you must enter that amount on line 13 of Form IT-150, or line 21 on Form IT-201 or Form IT-203.

New York City http://nyc.gov
All businesses, incorporated and unincorporated, and individuals who conduct business in New York City are required to pay the applicable business taxes.

"New York City" is comprised of five boroughs (or counties): Manhattan (New York County), the Bronx (Bronx County), Brooklyn (Kings County), Queens (Queens County), and Staten Island (Richmond County). Since, in certain boroughs, town names are used, the following zip codes (1st three digits only) may also prove an indication of a NYC address:

Manhattan - 100, 101, 102
Bronx - 104
Brooklyn - 112
Queens - 111, 113, 114, and parts of 100 and 116
Staten Island - 103

A corporation that provided administrative services to related entities was subject to a Pennsylvania township business privilege tax on management fees charged for those services because the corporation was considered to be offering services to the "general public or a limited number thereof."

Although the company provided its services only to other companies in its affiliated group, the other members of the affiliated group were members of the public and operated in the public arena. In addition, the township's regulations specifically stated that taxable gross receipts included receipts from sales made to affiliated business entities. The corporation's management fees did not qualify as exempt dollar-for-dollar reimbursement of out-of-pocket expenses because the fees generated revenue to cover the corporation's expenses, including overhead and other costs. The corporation determined its fee charges at the beginning of each year based on a projected budget and apportioned the fees among the affiliated companies according to the expected sales of the entities. Thus, the fees were not true dollar-for-dollar reimbursements.

Applied Tech Products Corp. v. Radnor Township, Pennsylvania Commonwealth Court, No. 44 C.D. 2005, July 7, 2005, ¶300-355

PA St. Tax Rep. at ¶255-110

From time to time people get audited. When this happens the examination is handled from Connecticut via telephone and fax or the file is transferred here (which sometimes, if we're lucky, "gets lost in the shuffle" before it arrives).

http://www.dos.state.ny.us/corp/crpfaq.html

Taxpayers requiring more assistance in their PLANNING, design and set-up of their trading business and with the PREPARATION or the REVIEW of their tax filings are encouraged to contact us for personally tailored tax advice at our normal rates.

What's needed to get started right away?

Write to us first with an outline your situation and what you are looking to accomplish (besides the obvious: lowering tax bill)

: GetMyNewYorkTaxesDone

Colin M. Cody, CPA, CMA
TraderStatus.com LLC
6004 Main Street
Trumbull, Connecticut 06611-2400

(203) 268-7000

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Planning, Review & Preparation Electing Mark-to-Market Trading through an entity Trader definitions Tax information & news Discussion Board, F.A.Q., Futures, Benefit Plans & other info Search this site add text to search window		Copyright© 2004 to 2012 Colin M. Cody, CPA and TraderStatus.com, LLC, All Rights Reserved.
		Many of our clients reside in or work in NY, NJ, PA and the New England States (along with, of course, their FL place or AZ place for the snow birds!) We usually communicate with clients via telephone and email. Documents are sent to us and back to clients using the U.S. Mail and via emailing PDF files, Excel files and so on. This makes access as easy and quick as with a CPA firm right down the street from where you live. We find many of our clients pleasantly surprised to see an email response to a question that they sent just before going to bed - is there waiting for them when they wake-up in the morning. We often keep late hours and check for emails... From time to time people get audited. When this happens the examination is handled from Connecticut via telephone and fax or the IRS audit file is transferred to a local Connecticut IRS office (which sometimes, if we're lucky, "gets lost in the shuffle" before it arrives). Search for information by State: http://www.sba.gov/hotlist/businessnames.html Search to see if the entity name you wish to use is available in the USA: http://www.knowx.com/infoam.exe?form=corp/search.htm&userid=guest&password=welcome State Secretary of the State Web Sites: http://www.coordinatedlegal.com/SecretaryOfState.html State Tax Department Web Sites: http://www.ct.gov/drs/cwp/view.asp?a=1456&q=266120 State Tax Department Web Sites: http://www.statelocalgov.net/state-ct.htm State Tax Form Web Sites: http://www.taxadmin.org/fta/link/forms.html State Sales Tax Department Web Sites: http://www.olivierandassociates.com/homepage/allstateslinks.html State Tax-Free Sales Tax Holidays: StateTaxFreeOffers.pdf State Motor Vehicle Department Web Sites: http://www.drivershandbook.com/handbooks/usa/ All 50 States' and D.C.'s Home Pages and Workers' Compensation Agencies: http://www.comp.state.nc.us/ncic/pages/all50.htm How To File For Homestead Exemption: http://www.assetprotectionbook.com/homestead_exemptions.htm Click here to see newspaper story about New York & New Jersey non-filers New York telecommuter tax: http://www.tax.state.ny.us/pdf/2006/inc/it203i_2006.pdf (see page 55 of 91) http://www.telcoa.org/HTMLobj-1146/Explaination_of_the_N.Y.Tax_Department_s_revised_position.pdf New York individual income tax tax refund status page: https://www7.nystax.gov/PRIS/prisHome Search to see if the entity name you wish to use is available in New York: http://appsext5.dos.state.ny.us/corp_public/CORPSEARCH.ENTITY_SEARCH_ENTRY http://appsext5.dos.state.ny.us/corp_public/enter_search http://wdb.dos.state.ny.us/corp_public/corp_wdb.corp_search_inputs.show NY State Workers' Compensation: http://www.wcb.state.ny.us/ NY Income Tax Publications: http://www.tax.state.ny.us/pubs_and_bulls/publications/income_pubs.htm NY State Tax §631(d): http://www.alipman.com/snowbirdguide/nytl631.html http://www.snowbirdguide.com/snowbirdguide/ New York Sales tax information: http://www.olivierandassociates.com/homepage/nysalestax.html Annual filing fee tax form IT-204-LL instructions: http://www.tax.ny.gov/pdf/2006/inc/it204lli_2006.pdf Prior to 2003, LLCs that file NY Partnership Return IT-204 are subject to a $50 per owner filing fee, with a $325 minimum, which is due annually by April 15th with filing of IT-204 or with the extension for IT-204. The NY law was changed for 2003 through 2006: Multi-member LLCs are subject to an $100 per owner filing fee with a $500 minimum, which is due annually by January 30th (not the 31st). Disregarded SMLLCs are subject to a filing fee of $100, rather than the $500 minimum. Starting with 2011 returns, the due date is 60 days into the new year (February 29th or March 1st) The NY law was changed for 2005 & 2006 to also included multi-member disregarded entities. i.e. certain husband & wife LLCs. For 2007: The fee was reduced to $50 per member or partner with a minimum tax of $325. SMLLCs and multi-member disregarded entities are exempt from filing. The NY law was changed for 2008 to base the fee on gross income rather than number of members or partners. $25 minimum fee. LLCs that are disregarded entities are subject to the $25 fee. The NY law was changed for 2009 to include general partnerships with prior year gross income of $1MM. Only file IT-204-LL if a fee is owed. The NY law was changed for 2011, making the due date 60 days into the new year (February 29th or March 1st) We have filed exemptions from all of the above filing fees for our pure-play trader clients, which have resulted in NY refunding prior year payments. NY State Tax Advisory Opinion regarding non-resident active traders of securities & futures contracts on commodities: http://www.tax.state.ny.us/pdf/advisory_opinions/income/a88_11i.pdf NY State Tax Advisory Opinion regarding non-resident active traders: http://www.tax.state.ny.us/pdf/advisory_opinions/income/a89_10i.pdf NY State Tax Advisory Opinion regarding non-resident taxpayers working at home: http://www.tax.state.ny.us/pdf/memos/income/m06_5i.pdf NY State Tax Advisory Opinion regarding non-resident partners: http://www.tax.state.ny.us/pdf/advisory_opinions/income/a92_2i.pdf NY State Tax Advisory Opinion regarding IT-204-LL annual fee: http://www.tax.state.ny.us/pdf/advisory_opinions/income/a04_9i.pdf When hiring a new employee in New York: http://www.nysnewhire.com http://www.tax.state.ny.us/prompt/wt/wttoc2005.htm Handbook of New York State and Local Taxes: http://www.tax.state.ny.us/pdf/stats/policy_special/handbook_of_new_york_state_and_local_taxes_november_2005.pdf LLC fee schedule: http://www.dos.state.ny.us/CORP/llcfile.html NY LLC must "publish notice of formation" in two newspapers: http://www.dos.state.ny.us/CORP/llccorp.html#dompub There was a legal challenge to this for several years, but apparently on June 1, 2006 the requirement stands and all LLCs must publish within 120 days after the effectiveness of the initial articles of organization. LLCs formed between January 1, 1999 and May 31, 2006 inclusive are allowed until June 1, 2007 to publish. To save newspaper space and the associated costs of publishing the notice, many LLCs publish a shorten version like this: "Name: NYX Traders, LLC, Arts. Of Org. Filed SSNY xx/xx/xx Off. in: Westchester Cty. SSNY designated as agent upon whom process against it may be served. SSNY to mail process to xxx Main St., City, NY xxxxx. Purpose: any lawful activity. #XXXXX. "Name:" can be left off. Or replaced with "Notice of Qualification of" or "Notice of Formation of" Articles of Dissolution - Domestic Limited Liability Companies Within 90 days following the dissolution and the commencement of winding up the limited liability company, or at any other time that there are no members, a domestic limited liability company shall file articles of dissolution pursuant to Section 705 of the Limited Liability Company Law. The completed articles of dissolution, together with the statutory fee of $60, should be forwarded to the New York State Department of State, Division of Corporations, 41 State Street, Albany, NY 12231. Download Articles of Dissolution Form (37KB Typeable PDF Form) (2 pages) New York "Limited Liability Company Law" Text at NYS Senate Site Payment by Credit Card The tax lawyers mess up LLCs: http://busmovie.typepad.com/ideoblog/2006/03/the_tax_lawyers.html An interest in a business (usually this applies to family owned businesses) can be transferred at a discounted value for estate tax purposes only if the business association statute under which the business was organized restricts transfer. In other words, it's not enough under the IRC that the business does so by agreement. Are my contributions to my New York City (IRC125) flexible benefits program taxable by New York State? Answer ID 604 \| Updated 12/06/2010 01:13 PM Are my contributions to my New York City (IRC125) flexible benefits program taxable by New York State? Yes, if your wage and tax statement(s), federal Form W-2 (Copy 2, Box 14) show(s) that an amount was deducted or deferred from your salary under a flexible benefits program established by the city of New York or certain other New York City public employees on your behalf, then include this amount on Form IT-150, line 14 or Form IT-201, line 23 or Form IT-203, line 22. Note: For purposes of this addition, certain other New York City public employers include the following: City University of New York New York City Health and Hospitals Corporation New York City Transit Authority New York City Housing Authority New York City Off-Track Betting Corporation New York City Board of Education New York City School Construction Authority New York City Rehabilitation Mortgage Insurance Corporation Manhattan and Bronx Surface Transit Operating Authority Staten Island Rapid Transit Authority. http://tax.custhelp.com/app/answers/detail/a_id/604/~/are-my-contributions-to-my-new-york-city-(irc125)-flexible-benefits-program Are public employee 414 (h) contributions taxable by New York State? Answer ID 603 \| Updated 12/06/2010 01:53 PM Are public employee 414 (h) contributions taxable by New York State? The following 414(h) retirement contributions shown on federal form W-2, Wage and Tax Statement, are taxable by New York State. Tier 3 or Tier 4 membership in the New York State and Local Retirement systems, which includes the New York State Employees' Retirement System and the New York State Policemen's and Firemen's Retirement System. Tier 3 or Tier 4 membership in the New York State Teachers' Retirement System. Optional Retirement Programs for employees of the State or City University of New York. Tier membership in the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Board of Education Retirement System, the New York City Police Pension Fund, or the New York City Fire Department Pension Fund. Membership in the Manhattan and Bronx Surface Transit Operating Authority (MABSTOA). If you have a retirement plan in one of these categories, and you have a public employee 414(h) retirement contribution shown on your W-2, you must enter that amount on line 13 of Form IT-150, or line 21 on Form IT-201 or Form IT-203. http://tax.custhelp.com/app/answers/detail/a_id/603/related/1/session/L2F2LzEvdGltZS8xMjk3ODIyNjYwL3NpZC9PbjZPUUptaw%3D%3D New York City http://nyc.gov All businesses, incorporated and unincorporated, and individuals who conduct business in New York City are required to pay the applicable business taxes. "New York City" is comprised of five boroughs (or counties): Manhattan (New York County), the Bronx (Bronx County), Brooklyn (Kings County), Queens (Queens County), and Staten Island (Richmond County). Since, in certain boroughs, town names are used, the following zip codes (1st three digits only) may also prove an indication of a NYC address: Manhattan - 100, 101, 102 Bronx - 104 Brooklyn - 112 Queens - 111, 113, 114, and parts of 100 and 116 Staten Island - 103 To check the amount of Property Taxes paid: http://nycserv.nyc.gov/NYCServWeb/NYCSERVMain Warning: New Jersey is so tax-unfriendly that beginning January 1, 2002 they have enacted a $150 per partner/member fee. For most solo-traders this is not a problem, but for larger partnerships this can be costly. Example: A Florida based LLC has 200 members. One member moves to NJ, thereby under NJ law requiring the LLC to file a NJ return listing all 200 members. Then if the LLC has any income or loss "derived from New Jersey sources" they must pay $150 for each of the 200 member totaling $30,000. There is a very narrow exception for trader status partnerships/LLCs "investment clubs" were the assets are less than $39,100 per partner. Hedge Funds have special rules as well. LLCs and partnerships are subject to an $150 per owner tax if there are more than two owners. Note: technically, NJ assess this tax against any LLC or partnership that has ANY nexus with NJ. NJ considers a NJ resident who passively invests $1.00 in a LLC or Partnership to be enough nexus to subject the entity to this per-owner tax. Search to see if the entity name you wish to use is available in New Jersey: http://accessnet.state.nj.us/gatewaywatchnamesearch.asp https://accessnet.state.nj.us/home.asp Starting a Business in New Jersey http://www.state.nj.us/njbusiness/start/ http://www.state.nj.us/njbiz/s_check.shtml Regarding the NJ Homestead rebate Contrary to IRS Publication 525, the IRS has stated: "New Jersey taxpayers can report the rebate on Line 21 of Form 1040. Line 21 is designated for reporting 'Other Income' and has a space for describing the income. Taxpayers can enter 'Property Tax Rebate' in the space provided on the return. Alternatively, taxpayers can offset the rebate on their 200x property tax deduction on line 6 of Schedule A - Itemized Deductions. Line 6 is designated for reporting a deduction for 'Real Estate Taxes.' and from the NJ web site: "Homestead rebates, property tax reimbursement payments, FAIR rebates, and NJ SAVER rebates are not taxable for New Jersey gross income tax purposes, and should not be reported on the New Jersey income tax return." and from the NJ 1040 instruction booklet: Line 36c - Property Tax Deduction. You may also be eligible to claim a deduction for property taxes you paid, or rent constituting property taxes (18% of rent due and paid) during your period of residency. Note the (begging the issue) loophole: (1) NJ 1040 line 36a / 36c calls for a deduction of Property Taxes Paid (2) NJ specifically says to not report the rebate on the NJ 1040, leaving the full amount of the property taxes paid as a deduction for NJ purposes. (3) IRS allows reporting the rebate income (when it is applicable) on either form 1040 line 21 (which can increase AGI and increase net taxable income or (read two ways) (a) on Schedule A, line 6 (which could be expected to effect NJ 1040 line 36a) "...taxpayers can offset the rebate on their 2005 property tax deduction [right there] on line 6 of Schedule A - Itemized Deductions." or (b) on Schedule A, line 8 (which would not necessarily effect NJ 1040 line 36a) "...taxpayers can offset the rebate on their 2005 property tax deduction [that is found] on line 6 of Schedule A - Itemized Deductions." http://www.state.nj.us/treasury/taxation/pdf/irsnewsrelease.pdf IRS Continues to Remind New Jerseyans How to Report Property Tax Rebates Search to see if the entity name you wish to use is available in Pennsylvania: http://www.dos.beta.state.pa.us/CorpsApp/CorpsWeb/wfDefault.aspx Pennsylvania Dept of Revenue: http://www.revenue.state.pa.us/revenue/site/default.asp Loss from a Trader's Business: http://www.revenue.state.pa.us/revenue/cwp/view.asp?A=299&Q=207119 Gain/Loss from Trading: http://www.revenue.state.pa.us/revenue/cwp/view.asp?A=299&Q=207126 Registering a business in PA: http://www.paopen4business.state.pa.us/paofb/cwp/view.asp?a=3&q=441248 PA tax benefit rules and basis adjustments starting on page 11-16 found on PDF file page 170 of 319 at: http://www.revenue.state.pa.us/revenue/lib/revenue/pitguide_all.pdf Local PA Taxes http://cax.aers.psu.edu/taxreform/TaxOptions.htm http://cax.aers.psu.edu/taxreform/why.htm http://www.captax.com/index.shtml Borough of Amber Taxes http://www.ambler.pa.us/fees.asp Bald Eagle Area Taxes http://www.beasd.org/beaweb/DEPARTMENTS/Wage%20Tax/wage_tax.htm Berks County Taxes http://www.berkseit.com/earnedincometax.html Danville Taxes http://www.danvillepa.com/taxes.php Lancaster County Taxes http://www.edclancaster.com/taxation/personal_taxes.php Middeltown Borough Taxes & Finance http://www.middletownborough.com/Borough/tax.asp Quakertown Borough Taxes http://www.quakertownboro.com/tax.html Palmyra Borough Taxes http://www.palmyrapa.com/palmyra/ Pittsburgh Department of Revenue http://www.city.pittsburgh.pa.us/finance/html/earned_income_tax.html http://www.city.pittsburgh.pa.us/finance/html/faq_business_wage_tax.html Philadelphia Area Taxes http://philanet.com/benigno/relo.html Borough of Seven Fields Taxes http://www.sevenfields.org/Residential/res_2.shtml Borough of West View Taxes http://trfn.clpgh.org/westview/tax.html U.S. City information city-data.com Multiple entity issue: Pennsylvania --Corporate Income Tax: Corporation Providing Services to Related Entities Subject to Business Privilege Tax A corporation that provided administrative services to related entities was subject to a Pennsylvania township business privilege tax on management fees charged for those services because the corporation was considered to be offering services to the "general public or a limited number thereof." Although the company provided its services only to other companies in its affiliated group, the other members of the affiliated group were members of the public and operated in the public arena. In addition, the township's regulations specifically stated that taxable gross receipts included receipts from sales made to affiliated business entities. The corporation's management fees did not qualify as exempt dollar-for-dollar reimbursement of out-of-pocket expenses because the fees generated revenue to cover the corporation's expenses, including overhead and other costs. The corporation determined its fee charges at the beginning of each year based on a projected budget and apportioned the fees among the affiliated companies according to the expected sales of the entities. Thus, the fees were not true dollar-for-dollar reimbursements. Applied Tech Products Corp. v. Radnor Township, Pennsylvania Commonwealth Court, No. 44 C.D. 2005, July 7, 2005, ¶300-355 Other References: PA St. Tax Rep. at ¶255-110 From time to time people get audited. When this happens the examination is handled from Connecticut via telephone and fax or the file is transferred here (which sometimes, if we're lucky, "gets lost in the shuffle" before it arrives). http://www.dos.state.ny.us/corp/crpfaq.html Taxpayers requiring more assistance in their PLANNING, design and set-up of their trading business and with the PREPARATION or the REVIEW of their tax filings are encouraged to contact us for personally tailored tax advice at our normal rates. How can a CPA help you? Why work with a CPA? Tax Mama's I can do it myself, thank you! Smart Money's Finding a Tax Pro The Blade's Complicated Returns send filers to the Pros What's needed to get started right away? Write to us first with an outline your situation and what you are looking to accomplish (besides the obvious: lowering tax bill): GetMyNewYorkTaxesDone Colin M. Cody, CPA, CMA TraderStatus.com LLC 6004 Main Street Trumbull, Connecticut 06611-2400 (203) 268-7000 MEMBERSHIPS Member PCPS The AICPA Alliance for CPA Firms Partnering for CPA Practice Success American Institute of CPAs Connecticut Society of CPAs Institute of Management Accountants
		Tax Deduction Reminder Your fees may be tax deductible as an investment expense under IRS Sections 67 and 212 as an Investor to the extent that miscellaneous itemized deductions exceed 2% of your adjusted gross income. Alternatively they are fully tax deductible under Trader Status as a business expense by most corporations and trade or businesses under Section 162 of the IRS Code.

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