Instructions for Form CT-3 General Business Corporation Franchise Tax Return

For a detailed list of what’s new, including a summary of tax law changes, visit New for 2023 or visit our website at www.tax.ny.gov (search: 2023).

Form CT-1, Supplement to Corporation Tax Instructions

This form is for general instructions that apply to all corporation tax forms. It includes a variety of topics about how to fill out your form (for example, entry formats and third-party designee), filing and payment information (such as when Form CT-200-V is required), collection options that we may take, tax shelter information, and your rights under the Tax Law. Form CT-1 also has our contact information if you need help, and our privacy notification.

For details, see Form CT-1 or visit our website at www.tax.ny.gov (search: CT-1).

Note: All citations are to New York State Tax Law sections unless specifically noted otherwise.

Corporate tax filing requirements

All New York C corporations subject to tax under Tax Law Article 9-A must file using the following returns, as applicable:

All business corporations that have elected to be treated as a New York S corporation by filing Form CT-6, Election to be Treated as a New York S Corporation, or are a mandated New York S corporation, must file Form CT-3-S, New York S Corporation Franchise Tax Return, instead of Form CT-3.

Important: Use the correct form for the correct tax year when you file (except as described below). If you use an incorrect form or form for the incorrect tax year:

When to use the 2023 tax return

Use this tax return for:

You can also use the 2023 return if:

In this case you must show your 2024 tax year on the 2023 return and take into account any tax law changes that are effective for tax years beginning after December 31, 2023.

Taxpayers using a 52-53 week year

A taxpayer who reports on the basis of a 52-53 week accounting period for federal income tax purposes may report on the same basis for Article 9-A purposes. If a 52-53 week accounting period begins within seven days from the first day of any calendar month, the tax year is deemed to begin on the first day of that calendar month. If a 52-53 week accounting period ends within seven days from the last day of any calendar month, the tax period will be deemed to end on the last day of the calendar month.

Corporations subject to tax under Article 9-A (§ 208.1)

The definition of a corporation, as used in Article 9-A and in these instructions, includes:

Exceptions

A business corporation subject to tax under Article 9-A includes all corporations except the following:

Domestic corporations

A domestic corporation (incorporated in New York State) subject to tax under Article 9-A is generally liable for franchise taxes for each fiscal or calendar year (or partial year) during which it is incorporated until it is formally dissolved with the Department of State.

However, a domestic corporation that is no longer doing business, employing capital, owning or leasing property, or deriving receipts from activity, in New York State is exempt from the fixed dollar minimum tax after its final tax year and is not required to file a franchise tax return as long as it meets the requirements listed in § 209.8.

Foreign corporations

A foreign corporation (incorporated outside of New York State) is liable for franchise taxes under Article 9-A during the period in which it is doing business, employing capital, owning or leasing property, maintaining an office, or deriving receipts from activity in New York State.

A foreign corporation is not considered to be doing business, employing capital, owning or leasing property, maintaining an office, or deriving receipts from activity in this state, if their activity is limited to any or all of the following:

A corporation is doing business in this state if:

Deriving receipts

A corporation is considered to be deriving receipts in this state if it has receipts within New York of $1.138 million or more in a tax year. See § 209.1 and TSB-M-22(2)C, 2023 MTA Surcharge Rate and Deriving Receipts Thresholds.

Receipts within this state means the receipts included in the numerator of the apportionment factor determined under § 210-A and reported in Part 6, line 55, column A.

A foreign corporation that is a partner in a partnership, should see Corporate partners.

Qualified subchapter S subsidiary

The filing requirements for a qualified subchapter S subsidiary that is owned by a federal S corporation that is a New York C corporation or a nontaxpayer corporation depend on whether New York State follows federal qualified subchapter S subsidiary treatment in each situation.

In those instances where New York State follows federal qualified subchapter S subsidiary treatment:

In the situations outlined below where New York State follows the federal qualified subchapter S subsidiary treatment, you must apply the combined reporting rules to determine whether the parent files Form CT-3 (with its qualified subchapter S subsidiary’s activity included), or files as a member of a combined group on Form CT-3-A.

In the situations outlined below where the federal qualified subchapter S subsidiary treatment is not followed, you must still apply the combined reporting rules to determine if either the parent, the qualified subchapter S subsidiary, or both, should file as distinct members of a combined group on Form CT-3-A.

Parent is a New York C corporation:

New York State follows the federal qualified subchapter S subsidiary treatment if:

In both cases, the parent files as a New York C corporation on Form CT-3 (with its qualified subchapter S subsidiary’s activity included) or, if the combined filing requirements are met with one or more entities (other than the qualified subchapter S subsidiary), on Form CT-3-A.

New York State does not follow the federal qualified subchapter S subsidiary treatment when the qualified subchapter S subsidiary is not a New York State taxpayer and the parent does not make a qualified subchapter S subsidiary inclusion election.

Nontaxpayer parent:

New York State follows the federal qualified subchapter S subsidiary treatment where the qualified subchapter S subsidiary is a New York State taxpayer but the parent is not, if the parent elects to be taxed as a New York S corporation by filing Form CT-6.

In this case, the parent and qualified subchapter S subsidiary are taxed as a single New York S corporation, and file Form CT-3-S.

New York State does not follow the federal qualified subchapter S subsidiary treatment if the parent does not elect to be a New York S corporation.

Exception

Qualified subchapter S subsidiary treatment is not allowed in any case when the parent and qualified subchapter S subsidiary file under different Articles of the Tax Law (or would file under different Articles if both were subject to New York State franchise tax).

In this case, each corporation must file as a distinct entity under its applicable Article, subject to the Article 9-A combined reporting rules, as applicable.

Mandated New York S corporations

If the investment income of an eligible federal S corporation is more than 50% of its federal gross income for that year, shareholders that have not made the election to be treated as a New York S corporation for the current tax year will be deemed to have made that election and must file Form CT-3-S.

For purposes of the mandated New York State S election, investment income means the sum of an eligible S corporation’s gross income from interest, dividends, royalties, annuities, rents and gains derived from dealings in property, including the corporation’s share of such items from a partnership, estate, or trust, to the extent such items would be includable in the corporation’s federal gross income for the tax year. To determine whether an eligible S corporation is deemed to have made this election, you must include the income of a qualified subchapter S subsidiary owned, directly or indirectly, by the eligible S corporation with the income of the eligible S corporation.

Corporate partners

A limited liability company or limited liability partnership that is treated as a partnership for federal income tax purposes is treated as a partnership for New York State tax purposes.

Determining economic nexus

For purposes of determining nexus, the $1.138 million threshold for deriving receipts is determined by combining the general partner’s receipts in New York with the partnership’s receipts in New York. Also, when a limited partner is engaged, directly or indirectly, in the participation or in the domination or control of all or any portion of the business activities or affairs of the partnership, other than a portfolio investment partnership, for purposes of determining nexus, the $1.138 million threshold for deriving receipts is determined by combining the limited partner’s receipts in New York with the partnership’s receipts in New York.

In instances where a limited liability company is treated as a partnership, other than a portfolio investment partnership:

Example:

Partnership A has two general partners: Partner B who owns 60% of the partnership and Partner C who owns 40%. Partnership A has $800,000 of receipts in New York.

Separately, Partner B has $700,000 of receipts in New York and Partner C has $600,000 of receipts in New York. For purposes of determining nexus only, both partners B and C would be treated as having $800,000 from the partnership. Combined with their own receipts, both general partners exceed $1.138 million in receipts in New York ($1.5 million for Partner B and $1.4 million for Partner C). Therefore, both general partners are subject to tax.

Alien corporations

An alien corporation (a corporation organized under the laws of a country, or any political subdivision thereof, other than the United States, or organized under the laws of a possession, territory, or commonwealth of the United States) is not deemed to be doing business, employing capital, owning or leasing property, maintaining an office, or deriving receipts from activity, in this state if its activities in this state are limited solely to:

An alien corporation that under any provision of the IRC is not treated as a domestic corporation as defined under IRC § 7701 and has no effectively connected income, gain, or loss, for the tax year is not subject to tax under Article 9-A for that tax year. See § 209.2-a.

Tax-exempt domestic international sales corporations

A corporation that qualifies as a domestic international sales corporation under IRC § 992(a) is exempt from tax under Article 9-A if during the year it received more than 5% of its:

All corporate stockholders in tax-exempt domestic international sales corporations must adjust each item of its receipts, expenses, assets, and liabilities, as otherwise computed under Article 9-A, by adding thereto its attributable share of each such domestic international sales corporation's receipts, expenses, assets, and liabilities as reportable by each such domestic international sales corporation to the United States Treasury for its annual reporting period ending during the current tax year of such taxpayer. The tax-exempt domestic international sales corporation itself has no franchise tax filing requirement.

Taxable domestic international sales corporations

Domestic international sales corporations that do not meet the 5% test under Tax-exempt domestic international sales corporations are taxable domestic international sales corporations. Taxable domestic international sales corporations must file Form CT-3 on or before the 15 th day of the ninth month after the end of the tax year. Such a domestic international sales corporation is subject to the tax on apportioned capital or the fixed dollar minimum, whichever is larger. Write DISC after the legal name of the corporation in the address section of the return.

Other forms you may need to file

Form CT-3.1, Investment and Other Exempt Income and Investment Capital, must be filed by a corporation that has:

Form CT-3.2, Subtraction Modification for Qualified Banks, must be filed to utilize the following:

Form CT-3.3, Prior Net Operating Loss Conversion (PNOLC) Subtraction, must be filed to calculate and utilize the prior net operating loss conversion subtraction and carryforward. This form must be filed for every tax year for which you carry a balance of a prior net operating loss conversion subtraction, even if you are unable to utilize the subtraction in a given year. See § 210.1(a)(viii).

Form CT-3.4, Net Operating Loss Deduction (NOLD), must be filed to calculate and utilize the net operating loss deduction and carryforward. This form must also be filed with the amended return when the carryback of a net operating loss is claimed. This form is also used to elect to waive the carryback of a loss in the year a loss is incurred. See § 210.1(a)(ix).

Form CT-3-M, General Business Corporation MTA Surcharge Return, must be filed by any corporation taxable under Article 9-A that does business, employs capital, owns or leases property, maintains an office, or derives receipts from activity, in the Metropolitan Commuter Transportation District (MCTD). The MCTD includes the counties of New York, Bronx, Kings, Queens, Richmond, Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk, and Westchester. An exception applies to a qualified entity of a New York State innovation hot spot when the qualified entity is located solely within a hot spot.

Form CT-33-D, Tax on Premiums Paid or Payable to an Unauthorized Insurer, must be filed if you purchase or renew a taxable insurance contract directly from an insurer not authorized to transact business in New York State under a Certificate of Authority from the Superintendent of Financial Services; you may be liable for a tax of 3.6% (0.036) of the premium.

Form CT-60, Affiliated Entity Information Schedule, must be filed if you are an Article 9-A taxpayer and you have included the activities of any of the following on your return:

You must also file Form CT-60 if:

Form CT-186-E, Telecommunications Tax Return and Utility Services Tax Return, must be filed by a corporation that provides telecommunication services. The corporation must pay an excise tax on its gross receipts from the sale of telecommunication services under Article 9, § 186-e.

Form CT-222, Underpayment of Estimated Tax by a Corporation, must be filed to inform the Tax Department that your corporation meets one of the exceptions to reduce or eliminate the underpayment of estimated tax penalty pursuant to Tax Law, Article 27, § 1085(d).

Form CT-223, Innovation Hot Spot Deduction, must be filed if you are a corporation that is a qualified entity located both inside and outside a hot spot, or you are a corporate partner of a qualified entity, or both.

Form CT-224, Public Utility, Power Producer, and Pipeline Adjustments, must be filed to make adjustments to federal taxable income. See §§ 208.9(c-2) and 208.9(c-3).

Form CT-225, New York State Modifications, must be filed if you are entering an amount on Form CT-3, Part 3, lines 2 and/or 4.

Form CT-227, New York State Voluntary Contributions, must be filed if you choose to make a voluntary contribution to any of the available funds.

Form CT-300, Mandatory First Installment (MFI) of Estimated Tax for Corporations, must be filed to pay the mandatory first installment if your second preceding year’s franchise tax after credits exceeds $1,000.

Form CT-399, Depreciation Adjustment Schedule, must be filed to compute the allowable New York State depreciation deduction if you claim:

  1. the federal accelerated cost recovery system depreciation or modified accelerated cost recovery system deduction for certain property placed in service after December 31, 1980; or
  2. a federal special depreciation deduction for certain qualified property described in IRC § 168(k)(2) placed in service on or after June 1, 2003, in tax years beginning after December 31, 2002.

This form also contains schedules for determining a New York State gain or loss on the disposition of accelerated cost recovery system property and modified accelerated cost recovery system property for which you claimed such federal special depreciation deduction.

Form CT-400, Estimated Tax for Corporations, must be filed if your New York State franchise tax liability can reasonably be expected to exceed $1,000.

Most corporations are required to electronically file this form either using tax software or online, after setting up an online services account, through the department’s website.

Form DTF-664, Tax Shelter Disclosure for Material Advisors, must be filed to assist material advisors in complying with New York State’s disclosure requirements.

Form DTF-686, Tax Shelter Reportable Transactions Attachment to New York State Return, must be filed to assist taxpayers and persons in complying with New York State’s disclosure requirements.

For more information about other taxes that may apply to you, see Publication 20, Tax Guide for New Businesses.

When to file

File your return within 3½ months after the end of your reporting period. If you are reporting for the calendar year, your return is due on or before April 15. If your filing date falls on a Saturday, Sunday, or legal holiday, then you must file your return on or before the next business day. See Non business days - legal holidays.

How to request an extension of time to file

If you cannot meet the filing deadline, you may request a six-month extension of time by filing Form CT-5, Request for Six-Month Extension to File (for franchise/business taxes, MTA surcharge, or both), and paying your properly estimated franchise tax and metropolitan transportation business tax (MTA surcharge) on or before the original due date of the return.

Most corporations are required to request their extension electronically. You may use approved commercial software or request your extension using your Business Online Services account. See File a corporation tax extension for a list of forms you may Web File through your account.

You may request up to two additional extensions by filing Form CT-5.1, Request for Additional Extension of Time to File (for franchise/business taxes, MTA surcharge, or both). File it on or before the expiration date of the original extension or previously filed additional extension. Note: Form CT-5.1 is not available in your Online Services account. Use corporation tax software to file electronically. If you are not mandated to file electronically, complete and mail Form CT-5.1.

How to file

Electronically

By mail

NYS CORPORATION TAX PO BOX 15181 ALBANY NY 12212-5181

Private delivery services: See Publication 55, Designated Private Delivery Services.

Penalties and interest

If you pay after the due date

If you do not pay the tax due on or before the original due date, you must pay interest on the amount of the underpayment from the original due date of the return (without regard to any extension of time for filing) to the date the tax is paid. Interest is always due, without any exceptions, on any underpayment of tax. An extension of time for filing does not extend the due date for payment of tax.

If you file and pay after the due date

Compute additional charges for late filing and late payment on the amount of tax minus any payment made on or before the due date (with regard to any extension of time for filing).

  1. If you do not file a return when due, or if the request for extension is invalid, add to the tax 5% per month up to 25% [§ 1085(a)(1)(A)].
  2. If you do not file a return within 60 days of the due date, the additional charge in item A above cannot be less than the smaller of $100 or 100% of the amount required to be shown as tax [§ 1085(a)(1)(B)].
  3. If you do not pay the tax shown on a return when due, add to the tax ½% per month up to a total of 25% [§ 1085(a)(2)].
  4. The total of the additional charges in items A and C may not exceed 5% for any one month, except as provided for in item B above [§ 1085(a)].

If you think you are not liable for these additional charges, attach a statement to your return explaining the delay in filing, payment, or both. See § 1085.

Note: You may calculate your penalty and interest online, or you may call and we will compute the penalty and interest for you.

If you understate your tax

If the tax you report is understated by 10% or $5,000, whichever is greater, you must pay a penalty of 10% of the amount of understated tax. You can reduce the amount on which you pay penalty by subtracting any item for which:

  1. there is or was substantial authority for the way you treated it; or
  2. there is adequate disclosure on the return or in an attached statement.

If you underpay your estimated tax

If you can reasonably expect your New York State franchise tax liability to exceed $1,000, you must make payments of estimated tax. A penalty will be imposed if you fail to file a declaration of estimated tax or fail to timely pay the entire installment payment of estimated tax due. For complete details, see Form CT-222.

Other penalties

Civil and criminal penalties may be imposed for negligence or fraud.

Voluntary Disclosure and Compliance Program

Have you underreported your tax due on past returns? Tax Law, Article 36, § 1700 authorizes the Tax Department to waive civil and criminal penalties for taxpayers who disclose and pay overdue taxes. Under the Tax Department’s Voluntary Disclosure and Compliance Program, eligible taxpayers who owe back taxes can avoid monetary penalties and possible criminal charges by:

Applying is easy. Follow the prompts, answer a few questions, and submit your application electronically. See Voluntary Disclosure and Compliance Program or visit www.tax.ny.gov (search: voluntary).

Amended returns

If you are filing an amended return, mark an X in the Amended return box on page 1 of the return. If you file an amended federal return, you must file an amended New York State return within 90 days thereafter.

Important: Use the correct year’s form for the tax year you are amending. If you file an amended return using a form for the wrong tax year:

For amended returns based on changes to federal taxable income

If your federal taxable income has been changed or corrected by a final determination of the Commissioner of Internal Revenue, or by a renegotiation of a contract or subcontract with the United States, you must file an amended return reflecting the change to federal taxable income within 90 days of the final federal determination (as final determination is described under the regulations of the Commissioner of Taxation and Finance).

You must attach a copy of federal Form 4549, Income Tax Examination Changes, to your amended return.

If you filed as part of a consolidated group for federal tax purposes but on a separate basis for New York State tax purposes, you must submit a statement indicating the changes that would have been made if you had filed on a separate basis for federal tax purposes.

For credits or refunds based upon carryback of a net operating loss

To claim a credit or refund resulting from the carryback of a net operating loss to a prior year, file an amended return for the year to which the carryback is being applied within three years of the date the return was due (including extensions thereof) for the tax year of the loss.

However, see § 1087(d) for the last date to claim such credit or refund when:

You must attach Form CT-3.4 and a copy of the New York State return previously filed with New York State for the loss year to your amended return.

For credits or refunds of corporation tax paid

To claim any refund type that requires an amended return, other than a net operating loss carryback (see For credits or refunds based upon carryback of a net operating loss), file an amended New York State return for the year being amended and, if applicable, attach a copy of the claim form filed with the IRS (usually Form 1120X) and proof of federal refund approval, Statement of Adjustment to Your Account. You must use the tax return for the year being amended.

If you are a federal S corporation, file an amended New York State return for the year being amended. If applicable, attach a copy of the amended federal Form 1120S.

You must file the amended return within three years of the date the original return was filed or within two years of the date the tax was paid, whichever is later. If you did not file an original return, you must make the request within two years of the date the tax was paid. However, a claim for credit or refund based on a federal change must be filed within two years from the time the amended return reporting the change or correction was required to be filed (see For amended returns based on changes to federal taxable income).

For additional limitations on credits or refunds, see § 1087.

Filing your final return

Mark an X in the Final return box on page 1 of the return if the corporation is a:

Do not mark an X in the Final return box:

Include the full profit from any installment sale made in your final tax year on your final return. Also include on your final return any remaining profit not yet received from a prior years’ installment sale. Include such amounts in your federal taxable income before net operating loss and special deductions on Part 3, line 1.

New York S corporation termination year

When a New York S corporation terminates its federal or New York S election on a day other than the first day of a tax year, the tax year is divided into two tax periods (an S short year and a C short year). The corporation must file Form CT-3-S for the New York S short year and Form CT-3 for the New York C short year.

When an IRC § 338(h)(10) election is made for a target corporation that is a New York S corporation, the target corporation must file two short-period (less than 12 months) returns. When filing the second short-period return, the federal taxable income of the new target is the starting point for computing entire net income.

The total tax for the S short year and the C short year may not be less than the fixed dollar minimum tax determined as if the corporation were a C corporation for the entire tax year. For more information, see Form CT-3-S-I, Instructions for Form CT-3-S.

The due date of the New York S corporation short year return (Form CT-3-S) is the same as the New York C corporation short year, even though they are treated as separate short tax years.

Computing corporation franchise tax

Tax bases

Corporations subject to tax under Tax Law Article 9-A generally must compute three distinct taxes and pay the tax that results in the largest amount owed. The three taxes are:

New York State innovation hot spot program

A qualified entity of a New York State innovation hot spot that is located solely within a hot spot is subject only to the fixed dollar minimum tax for five tax years beginning with the first tax year the qualified entity becomes a tenant in, or part of, an innovation hot spot.

A qualified entity must be certified by a New York State innovation hot spot.

A taxpayer who claims this benefit or who enters an amount on Form CT-3, Part 3, line 4, as a subtraction from federal taxable income for the income or gain attributable to the operations at, or as part of, the hot spot is no longer eligible for any other New York State exemption, deduction, credit, or refund under the Tax Law to the extent that such exemption, deduction, credit, or refund is attributable to the business operations of a tenant in, or as part of, the New York State innovation hot spot. Claiming these benefits represents an irrevocable election.

Computation of tax for corporate partners

A taxpayer that is a partner in a partnership (a corporate partner) computes its tax for its interest in the partnership using either the aggregate method or entity method, whichever applies. For an exception to these methods, see Foreign corporate limited partners – separate accounting election or visit our website at www.tax.ny.gov (search: separate).

Aggregate method

Under the aggregate method, a corporate partner is viewed as having an undivided interest in the partnership’s assets, liabilities, and items of receipts, income, gain, loss, and deduction. The partner is treated as participating in the partnership’s transactions and activities.

Corporate partners required to file under the aggregate method

A corporate partner receiving a complete Form IT-204-CP, New York Corporate Partner’s Schedule K-1, must file using the aggregate method. In addition, a corporate partner must file using the aggregate method if the corporate partner has access to the information necessary to compute its tax using the aggregate method. A corporate partner is presumed to have access to the information and therefore is required to file using the aggregate method if it meets one or more of the following conditions: