N.Y. Tax Law § 209

§ 209. Imposition of tax; exemptions. * 1. For the privilege of\nexercising its corporate franchise, or of doing business, or of\nemploying capital, or of owning or leasing property in this state in a\ncorporate or organized capacity, or of maintaining an office in this\nstate, for all or any part of each of its fiscal or calendar years,\nevery domestic or foreign corporation, except corporations specified in\nsubdivision four of this section, shall annually pay a franchise tax,\nupon the basis of its entire net income base, or upon such other basis\nas may be applicable as hereinafter provided, for such fiscal or\ncalendar year or part thereof, on a report which shall be filed, except\nas hereinafter provided, on or before the fifteenth day of March next\nsucceeding the close of each such year, or, in the case of a corporation\nwhich reports on the basis of a fiscal year, within two and one-half\nmonths after the close of such fiscal year, and shall be paid as\nhereinafter provided.\n * NB Effective until January 1, 2015\n * 1. (a) For the privilege of exercising its corporate franchise, or\nof doing business, or of employing capital, or of owning or leasing\nproperty in this state in a corporate or organized capacity, or of\nmaintaining an office in this state, or of deriving receipts from\nactivity in this state, for all or any part of each of its fiscal or\ncalendar years, every domestic or foreign corporation, except\ncorporations specified in subdivision four of this section, shall\nannually pay a franchise tax, upon the basis of its business income\nbase, or upon such other basis as may be applicable as hereinafter\nprovided, for such fiscal or calendar year or part thereof, on a report\nwhich shall be filed, except as hereinafter provided, on or before the\nfifteenth day of March next succeeding the close of each such year, or,\nin the case of a corporation which reports on the basis of a fiscal\nyear, within two and one-half months after the close of such fiscal\nyear, and shall be paid as hereinafter provided.\n (b) A corporation is deriving receipts from activity in this state if\nit has receipts within this state of one million dollars or more in the\ntaxable year. For purposes of this section, the term "receipts" means\nthe receipts that are subject to the apportionment rules set forth in\nsection two hundred ten-A of this article, and the term "receipts within\nthis state" means the receipts included in the numerator of the\napportionment factor determined under section two hundred ten-A of this\narticle. For purposes of this paragraph, receipts from processing credit\ncard transactions for merchants include merchant discount fees received\nby the corporation.\n (c) A corporation is doing business in this state if (i) it has issued\ncredit cards to one thousand or more customers who have a mailing\naddress within this state as of the last day of its taxable year, (ii)\nit has merchant customer contracts with merchants and the total number\nof locations covered by those contracts equals one thousand or more\nlocations in this state to whom the corporation remitted payments for\ncredit card transactions during the taxable year, or (iii) the sum of\nthe number of customers described in subparagraph (i) of this paragraph\nplus the number of locations covered by its contracts described in\nsubparagraph (ii) of this paragraph equals one thousand or more. As used\nin this subdivision, the term "credit card" includes bank, credit,\ntravel and entertainment cards.\n (d)(i) A corporation with less than one million dollars but at least\nten thousand dollars of receipts within this state in a taxable year\nthat is part of a combined reporting group under section two hundred\nten-C of this article is deriving receipts from activity in this state\nif the receipts within this state of the members of the combined\nreporting group that have at least ten thousand dollars of receipts\nwithin this state in the aggregate meet the threshold set forth in\nparagraph (b) of this subdivision.\n (ii) A corporation that does not meet any of the thresholds set forth\nin paragraph (c) of this subdivision but has at least ten customers, or\nlocations, or customers and locations, as described in paragraph (c) of\nthis subdivision, and is part of a combined reporting group under\nsection two hundred ten-C of this article that is doing business in this\nstate if the number of customers, locations, or customers and locations,\nwithin this state of the members of the combined reporting group that\nhave at least ten customers, locations, or customers and locations,\nwithin this state in the aggregate meets any of the thresholds set forth\nin paragraph (c) of this subdivision.\n (e) At the end of each year, the commissioner shall review the\ncumulative percentage change in the consumer price index. The\ncommissioner shall adjust the receipt thresholds set forth in this\nsubdivision if the consumer price index has changed by ten percent or\nmore since January first, two thousand fifteen, or since the date that\nthe thresholds were last adjusted under this subdivision. The thresholds\nshall be adjusted to reflect that cumulative percentage change in the\nconsumer price index. The adjusted thresholds shall be rounded to the\nnearest one thousand dollars. As used in this paragraph, "consumer price\nindex" means the consumer price index for all urban consumers (CPI-U)\navailable form the bureau of labor statistics of the United States\ndepartment of labor. Any adjustment shall apply to tax periods that\nbegin after the adjustment is made.\n (f) If a partnership is doing business, employing capital, owning or\nleasing property in this state, maintaining an office in the state, or\nderiving receipts from activity in this state, any corporation that is a\npartner in such partnership shall be subject to tax under this article\nas described in the regulations of the commissioner.\n * NB Effective January 1, 2015\n * 2. A foreign corporation shall not be deemed to be doing business,\nemploying capital, owning or leasing property, or maintaining an office\nin this state, for the purposes of this article, by reason of (a) the\nmaintenance of cash balances with banks or trust companies in this\nstate, or (b) the ownership of shares of stock or securities kept in\nthis state, if kept in a safe deposit box, safe, vault or other\nreceptacle rented for the purpose, or if pledged as collateral security,\nor if deposited with one or more banks or trust companies, or brokers\nwho are members of a recognized security exchange, in safekeeping or\ncustody accounts, or (c) the taking of any action by any such bank or\ntrust company or broker, which is incidental to the rendering of\nsafekeeping or custodian service to such corporation, or (d) the\nmaintenance of an office in this state by one or more officers or\ndirectors of the corporation who are not employees of the corporation if\nthe corporation otherwise is not doing business in this state, and does\nnot employ capital or own or lease property in this state, or (e) the\nkeeping of books or records of a corporation in this state if such books\nor records are not kept by employees of such corporation and such\ncorporation does not otherwise do business, employ capital, own or lease\nproperty or maintain an office in this state, or (f) the use of\nfulfillment services of a person other than an affiliated person and the\nownership of property stored on the premises of such person in\nconjunction with such services, or (g) any combination of the foregoing\nactivities. For purposes of this subdivision, persons are affiliated\npersons with respect to each other where one of such persons has an\nownership interest of more than five percent, whether direct or\nindirect, in the other, or where an ownership interest of more than five\npercent, whether direct or indirect, is held in each of such persons by\nanother person or by a group of other persons which are affiliated\npersons with respect to each other. The term "person" in the preceding\nsentence and in paragraph (f) of this subdivision shall have the meaning\nascribed thereto by subdivision (a) of section eleven hundred one of\nthis chapter.\n * NB Effective until January 1, 2015\n * 2. A foreign corporation shall not be deemed to be doing business,\nemploying capital, owning or leasing property, or maintaining an office\nin this state, or deriving receipts from activity in this state, for the\npurposes of this article, by reason of (a) the maintenance of cash\nbalances with banks or trust companies in this state, or (b) the\nownership of shares of stock or securities kept in this state, if kept\nin a safe deposit box, safe, vault or other receptacle rented for the\npurpose, or if pledged as collateral security, or if deposited with one\nor more banks or trust companies, or brokers who are members of a\nrecognized security exchange, in safekeeping or custody accounts, or (c)\nthe taking of any action by any such bank or trust company or broker,\nwhich is incidental to the rendering of safekeeping or custodian service\nto such corporation, or (d) the maintenance of an office in this state\nby one or more officers or directors of the corporation who are not\nemployees of the corporation if the corporation otherwise is not doing\nbusiness in this state, and does not employ capital or own or lease\nproperty in this state, or (e) the keeping of books or records of a\ncorporation in this state if such books or records are not kept by\nemployees of such corporation and such corporation does not otherwise do\nbusiness, employ capital, own or lease property or maintain an office in\nthis state, or (f) any combination of the foregoing activities.\n * NB Effective January 1, 2015\n * 2-a. An alien corporation shall not be deemed to be doing business,\nemploying capital, owning or leasing property, or maintaining an office\nin this state, for the purposes of this article, if its activities in\nthis state are limited solely to (a) investing or trading in stocks and\nsecurities for its own account within the meaning of clause (ii) of\nsubparagraph (A) of paragraph (2) of subsection (b) of section eight\nhundred sixty-four of the internal revenue code or (b) investing or\ntrading in commodities for its own account within the meaning of clause\n(ii) of subparagraph (B) of paragraph (2) of subsection (b) of section\neight hundred sixty-four of the internal revenue code or (c) any\ncombination of activities described in paragraphs (a) and (b) of this\nsubdivision. For purposes of this subdivision, an alien corporation is a\ncorporation organized under the laws of a country, or any political\nsubdivision thereof, other than the United States.\n * NB Effective until January 1, 2015\n * 2-a. An alien corporation shall not be deemed to be doing business,\nemploying capital, owning or leasing property, or maintaining an office\nin this state, for the purposes of this article, if its activities in\nthis state are limited solely to (a) investing or trading in stocks and\nsecurities for its own account within the meaning of clause (ii) of\nsubparagraph (A) of paragraph (2) of subsection (b) of section eight\nhundred sixty-four of the internal revenue code or (b) investing or\ntrading in commodities for its own account within the meaning of clause\n(ii) of subparagraph (B) of paragraph (2) of subsection (b) of section\neight hundred sixty-four of the internal revenue code or (c) any\ncombination of activities described in paragraphs (a) and (b) of this\nsubdivision. An alien corporation that under any provision of the\ninternal revenue code is not treated as a "domestic corporation" as\ndefined in section seven thousand seven hundred one of such code and has\nno effectively connected income for the taxable year pursuant to clause\n(iv) of the opening paragraph of subdivision nine of section two hundred\neight of this article shall not be subject to tax under this article for\nthat taxable year. For purposes of this article, an alien corporation is\na corporation organized under the laws of a country, or any political\nsubdivision thereof, other than the United States, or organized under\nthe laws of a possession, territory or commonwealth of the United\nStates.\n * NB Effective January 1, 2015\n 3. Any receiver, referee, trustee, assignee or other fiduciary, or any\nofficer or agent appointed by any court, who conducts the business of\nany corporation, shall be subject to the tax imposed by this article in\nthe same manner and to the same extent as if the business were conducted\nby the agents or officers of such corporation. A dissolved corporation\nwhich continues to conduct business shall also be subject to the tax\nimposed by this article.\n * 4. Corporations liable to tax under sections one hundred\neighty-three to one hundred eighty-five, inclusive, corporations taxable\nunder articles thirty-two and thirty-three of this chapter, any trust\ncompany organized under a law of this state all of the stock of which is\nowned by not less than twenty savings banks organized under a law of\nthis state, bank holding companies filing a combined return in\naccordance with subdivision (f) of section fourteen hundred sixty-two of\nthis chapter, a captive REIT or a captive RIC filing a combined return\nunder either subdivision (f) of section fourteen hundred sixty-two or\nsubdivision (f) of section fifteen hundred fifteen of this chapter, and\nhousing companies organized and operating pursuant to the provisions of\narticle two or article five of the private housing finance law and\nhousing development fund companies organized pursuant to the provisions\nof article eleven of the private housing finance law shall not be\nsubject to tax under this article.\n * NB Effective until January 1, 2015\n * 4. Corporations liable to tax under sections one hundred\neighty-three to one hundred eighty-five, inclusive, corporations taxable\nunder article thirty-three of this chapter, any trust company organized\nunder a law of this state all of the stock of which is owned by not less\nthan twenty savings banks organized under a law of this state, a captive\nREIT or a captive RIC filing a combined return under subdivision (f) of\nsection fifteen hundred fifteen of this chapter, and housing companies\norganized and operating pursuant to the provisions of article two or\narticle five of the private housing finance law and housing development\nfund companies organized pursuant to the provisions of article eleven of\nthe private housing finance law shall not be subject to tax under this\narticle.\n * NB Effective January 1, 2015 until January 1, 2018\n * 4. Corporations liable to tax under sections one hundred\neighty-three to one hundred eighty-four-a, inclusive, corporations\ntaxable under article thirty-three of this chapter, any trust company\norganized under a law of this state all of the stock of which is owned\nby not less than twenty savings banks organized under a law of this\nstate, a captive REIT or a captive RIC filing a combined return under\nsubdivision (f) of section fifteen hundred fifteen of this chapter, and\nhousing companies organized and operating pursuant to the provisions of\narticle two or article five of the private housing finance law and\nhousing development fund companies organized pursuant to the provisions\nof article eleven of the private housing finance law shall not be\nsubject to tax under this article.\n * NB Effective January 1, 2018\n * 5. For any taxable year of a real estate investment trust as defined\nin section eight hundred fifty-six of the internal revenue code in which\nsuch trust is subject to federal income taxation under section eight\nhundred fifty-seven of such code, such trust shall be subject to a tax\ncomputed under either paragraph (a), (c) or (d) of subdivision one of\nsection two hundred ten of this chapter, whichever is greatest, and\nshall not be subject to any tax under article thirty-two or article\nthirty-three of this chapter except for a captive REIT required to file\na combined return under subdivision (f) of section fourteen hundred\nsixty-two or subdivision (f) of section fifteen hundred fifteen of this\nchapter. In the case of such a real estate investment trust, including a\ncaptive REIT as defined in section two of this chapter, the term "entire\nnet income" means "real estate investment trust taxable income" as\ndefined in paragraph two of subdivision (b) of section eight hundred\nfifty-seven (as modified by section eight hundred fifty-eight) of the\ninternal revenue code plus the amount taxable under paragraph three of\nsubdivision (b) of section eight hundred fifty-seven of such code,\nsubject to the modification required by subdivision nine of section two\nhundred eight of this article (other than the modification required by\nsubparagraph two of paragraph (a) thereof) including the modifications\nrequired by paragraphs (d) and (e) of subdivision three of section two\nhundred ten of this article.\n * NB Effective until January 1, 2015\n * 5. For any taxable year of a real estate investment trust as defined\nin section eight hundred fifty-six of the internal revenue code in which\nsuch trust is subject to federal income taxation under section eight\nhundred fifty-seven of such code, such trust shall be subject to a tax\ncomputed under either paragraph (a) or (d) of subdivision one of section\ntwo hundred ten of this chapter, whichever is greater, and shall not be\nsubject to any tax under article thirty-three of this chapter except for\na captive REIT required to file a combined return under subdivision (f)\nof section fifteen hundred fifteen of this chapter. In the case of such\na real estate investment trust, including a captive REIT as defined in\nsection two of this chapter, the term "entire net income" means "real\nestate investment trust taxable income" as defined in paragraph two of\nsubdivision (b) of section eight hundred fifty-seven (as modified by\nsection eight hundred fifty-eight) of the internal revenue code plus the\namount taxable under paragraph three of subdivision (b) of section eight\nhundred fifty-seven of such code, subject to the modifications required\nby subdivision nine of section two hundred eight of this article.\n * NB Effective January 1, 2015\n * 6. For any taxable year of a DISC, not exempt from tax under\nparagraph (i) of subdivision nine of section two hundred eight of this\narticle, the taxes imposed by subdivision one of this section shall be\ncomputed only under either paragraph (b) or (d) of subdivision one of\nsection two hundred ten of this chapter, whichever is greater, and\nparagraph (e) of such subdivision.\n * NB Effective until January 1, 2015\n * 6. For any taxable year of a DISC, not exempt from tax under\nparagraph (i) of subdivision nine of section two hundred eight of this\narticle, the taxes imposed by subdivision one of this section shall be\ncomputed only under either paragraph (b) or (d) of subdivision one of\nsection two hundred ten of this chapter, whichever is greater.\n * NB Effective January 1, 2015\n * 7. For any taxable year, beginning on or after January first,\nnineteen hundred eighty of a regulated investment company, as defined in\nsection eight hundred fifty-one of the internal revenue code, in which\nsuch company is subject to federal income taxation under section eight\nhundred fifty-two of such code, such company shall be subject to a tax\ncomputed under either paragraph (a), (c) or (d) of subdivision one of\nsection two hundred ten of this chapter, whichever is greatest, and\nshall not be subject to any tax under article thirty-two or article\nthirty-three of this chapter except for a captive RIC required to file a\ncombined return under subdivision (f) of section fourteen hundred\nsixty-two or subdivision (f) of section fifteen hundred fifteen of this\nchapter. In the case of such a regulated investment company, including a\ncaptive RIC as defined in section two of this chapter, the term "entire\nnet income" means "investment company taxable income" as defined in\nparagraph two of subdivision (b) of section eight hundred fifty-two, as\nmodified by section eight hundred fifty-five, of the internal revenue\ncode plus the amount taxable under paragraph three of subdivision (b) of\nsection eight hundred fifty-two of such code subject to the modification\nrequired by subdivision nine of section two hundred eight of this\nchapter, other than the modification required by subparagraph two of\nparagraph (a) and by paragraph (f) thereof, including the modification\nrequired by paragraphs (d) and (e) of subdivision three of section two\nhundred ten of this chapter.\n * NB Effective until January 1, 2015\n * 7. For any taxable year, beginning on or after January first,\nnineteen hundred eighty of a regulated investment company, as defined in\nsection eight hundred fifty-one of the internal revenue code, in which\nsuch company is subject to federal income taxation under section eight\nhundred fifty-two of such code, such company shall be subject to a tax\ncomputed under either paragraph (a) or (d) of subdivision one of section\ntwo hundred ten of this chapter, whichever is greater, and shall not be\nsubject to any tax under article thirty-three of this chapter except for\na captive RIC required to file a combined return under subdivision (f)\nof section fifteen hundred fifteen of this chapter. In the case of such\na regulated investment company, including a captive RIC as defined in\nsection two of this chapter, the term "entire net income" means\n"investment company taxable income" as defined in paragraph two of\nsubdivision (b) of section eight hundred fifty-two, as modified by\nsection eight hundred fifty-five, of the internal revenue code plus the\namount taxable under paragraph three of subdivision (b) of section eight\nhundred fifty-two of such code subject to the modifications required by\nsubdivision nine of section two hundred eight of this chapter.\n * NB Effective January 1, 2015\n * 8. For any taxable year beginning on or after January first, two\nthousand six, a corporation that is no longer doing business, employing\ncapital, or owning or leasing property in this state in a corporate or\norganized capacity that has filed a final tax return with the department\nfor the last tax year it was doing business and has no outstanding tax\nliability for such final tax return or any tax return for prior tax\nyears shall be exempt from all taxes imposed by paragraph (d) of\nsubdivision one of section two hundred ten of this article for tax years\nfollowing the last year such corporation was doing business.\n * NB Effective until January 1, 2015\n * 8. For any taxable year beginning on or after January first, two\nthousand six, a corporation that is no longer doing business, employing\ncapital, or owning or leasing property, or deriving receipts from\nactivity in this state in a corporate or organized capacity that has\nfiled a final tax return with the department for the last tax year it\nwas doing business and has no outstanding tax liability for such final\ntax return or any tax return for prior tax years shall be exempt from\nall taxes imposed by paragraph (d) of subdivision one of section two\nhundred ten of this article for tax years following the last year such\ncorporation was doing business.\n * NB Effective January 1, 2015\n 9. For any taxable year beginning on or after January first, nineteen\nhundred eighty-seven, an organization described in paragraph two or\ntwenty-five of subdivision (c) of section five hundred one of the\ninternal revenue code of nineteen hundred eighty-six shall be exempt\nfrom all taxes imposed by this article.\n 10. QSSS. For exemption from tax of a qualified subchapter S\nsubsidiary, see paragraph (k) of subdivision nine of section two hundred\neight of this article.\n 11. Except as provided in subparagraph eighteen of paragraph (a) of\nsubdivision nine of section two hundred eight of this article, a\ncorporation that is a qualified entity of a New York state innovation\nhot spot shall be subject only to the fixed dollar minimum tax under\nparagraph (d) of subdivision one of section two hundred ten of this\narticle, as provided in section thirty-eight of this chapter.\n * 12. All farmers', fruit growers' and other like agricultural\ncorporations organized and operated on a co-operative basis for the\npurposes expressed in and as provided under the co-operative\ncorporations law of the state of New York, whether or not such\ncorporations have capital stock, shall be exempt from taxation under the\nprovisions of this article.\n * NB Effective January 1, 2018\n