Instructions for Form NYC-3L

GENERAL INFORMATION

NOTE: This form may be used by federal

Subchapter S Corporations and Qualified Sub-

chapter S Subsidiaries only (“S corporations”).

If any instructions appear to apply to C corpo-

rations, they should be read to apply only to S

corporations and qualified S subsidiaries.

S CORPORATIONS

An S corporation is subject to the General Cor-

poration Tax (GCT) and must file either Form

NYC-4S, NYC-4S-EZ or NYC-3L, whichever

is applicable. Under certain limited circum-

stances, an S corporation may be permitted or

required to file a combined return (Form NYC-

3A). See, e.g., Finance Memorandum 99-3 for

information regarding the treatment of quali-

fied subchapter S subsidiaries. Federal S cor-

poration taxpayers must complete the Form

NYC-ATT-S-CORP, Calculation of Federal

Taxable Income for S Corporations and include

it with their GCT filing. For more information

see Form NYC-ATT-S-CORP.

CORPORATION DEFINED

Unincorporated entities electing to be treated

as associations taxable as corporations for

federal income tax purposes pursuant to the

“check-the-box” rules under IRC §7701(a)(3)

are treated as corporations for City tax pur-

poses and are not subject to the Unincorpo-

rated Business Tax. Eligible entities having

a single owner disregarded as a separate en-

tity under the “check-the-box” rules and

treated as either a sole proprietorship or a

branch for federal tax purposes will be simi-

larly treated for City tax purposes. See Fi-

nance Memorandum 99-1 for additional

information.

Royalty Payments to Related Members

For tax years beginning on or after January 1,

2013, the General Corporation Tax has been

amended to change the treatment of royalty

payments to related members. Under prior

law, taxpayers who made royalty payments to

related entities were required to add back the

amount of the payments to taxable income if

they were deducted when calculating federal

taxable income. To avoid double taxation, if

the royalty recipient was also a New York tax-

payer, the statute allowed the recipient to ex-

clude the royalty income if the related member

added back the deduction for the royalty pay-

ment expense.

Ad. Code section 11-602(8)(n), as amended,

eliminates the income exclusion previously al-

lowed to certain royalty recipients. It also

modifies the two previous exceptions to the

add-back requirement and adds two additional

exceptions. Those four exceptions generally

can apply in following situations (for addi-

tional conditions that must be met, see the Ad.

Code sections indicated below):

• If all or part of the royalty payment a related

member received was then paid to an unre-

lated third party during the tax year, that

portion of the payment will be exempt if the

transaction giving rise to the original roy-

alty payment to the related member was un-

Instructions for Form NYC-3L

General Corporation Tax Return

For fiscal years beginning in 2022 or for calendar year 2022

Pursuant to section 11-602.1 of the Administrative Code of the City of New York as enacted by section 3 of Part D of Chapter 60 of the Laws of

2015, for taxable years beginning on or after January 1, 2015, the General Corporation Tax is only applicable to Subchapter S Corporations and

Qualified Subchapter S Subsidiaries. Therefore, only these types of corporations should file this return. All other corporations should file a re-

turn on Form NYC-2 or Form NYC-2S or, if included in a combined return, on Form NYC-2A.

Payments may be made on the NYC Department of Finance website at

nyc.gov/eservices

, or via check or money order. If paying with check

or money order, do not include these payments with your New York City return. Checks and money orders must be accompanied by payment

voucher form NYC-200V and sent to the address on the voucher. Form NYC-200V must be postmarked by the return due date to avoid late

payment penalties and interest. See Form NYC-200V for more information.

●

For tax years beginning on or after January 1, 2021, eligible pass through entities may opt into the New York State Pass Through Entity Tax

(“NYS PTET”) imposed under New York Tax Law Article 24-A. For tax years beginning on or after January 1, 2022, eligible New York City

pass through entities may opt into the New York City Pass Through Entity Tax (“NYC PTET”) imposed under New York Tax Law Article 24-

B. Taxpayers are required to add back to federal taxable income any NYC PTET, NYS PTET, and similar pass through entity taxes from other

jurisdictions that were previously deducted when calculating federal taxable income. See Section 11-602(8)(b)(3) of the Administrative Code

of the City of New York.

●

Section 3 of Chapter 555 of the Laws of 2022 added a new subparagraph 16 to section 11-602(8)(a) of the New York City Administrative Code,

which excludes from entire net income the amount of any grant received through either the COVID-19 Pandemic Small Business Recovery

Grant program pursuant to section 16-ff of the New York State Urban Development Corporation Act or the New York City Small Business Re-

silience Grant program administered by the New York City Department of Small Business Services to the extent the amount of either such grant

is included in federal taxable income.

●

For details on the proper reporting of income and expenses addressed in the federal Tax Cuts and Jobs Act of 2017, such as mandatory deemed

repatriation income, foreign-derived intangible income (FDII), global intangible low-taxed income (GILTI), please refer to Finance Memo-

randum 18-10. For information about the IRC section 163(j) limitation on the business interest expense deduction, please refer to Finance Mem-

orandum 18-11.

●

Note that according to the federal Tax Cuts and Jobs Act of 2017, net operating losses (NOL) generated during or after 2018 generally may

no longer be carried back. These losses may be carried forward indefinitely; however each year’s NOL deduction will be limited to 80% of

taxable income (without regard to the deduction).

●

In general, for tax years beginning in or after 2018, taxpayers who allocate business income inside and outside New York City must do so using

single business receipts factor allocation. See Administrative Code section 11-604.

IMPORTANT INFORMATION REGARDING THE FILING OF NYC CORPORATE TAX RETURNS

IMPORTANT INFORMATION CONCERNING FORM NYC-200V AND PAYMENT OF TAX DUE

Highlights

of Recent Tax Law Changes

dertaken for a valid business purpose, and

the related member was subject to tax on the

royalty payment in this city or another city

within the United States or a foreign nation

or some combination thereof (Ad. Code

section 11-602(8)(n)(2)(B)(i));

• If the taxpayer's related member paid an ag-

gregate effective rate of tax on the royalty

payment, to this city or another city within

the United States or some combination

thereof, that is not less than 80 percent of the

rate of tax that applied to the taxpayer under

Ad. Code section 11-643.5 for the tax year

(Ad. Code section 11-602(8)(n)(2)(B)(ii));

• If the related member is organized under the

laws of a foreign country that has a tax treaty

with the United States, the related member’s

income from the transaction was taxed in

such country at an effective rate of tax at

least equal to that imposed by this city, and

the transaction giving rise to the royalty was

undertaken for a valid business purpose and

reflected an arm's length relationship. (Ad.

Code section 11-602(8)(n)(2)(B)(iii)); or

• If the taxpayer and the Department of Finance

agree to alternative adjustments that more ap-

propriately reflect the taxpayer's income.

(Ad. Code section 11-602(8)(n)(2)(B)(iv)).

The law as amended also defines the term “re-

lated member” by linking it to the definition

in Internal Revenue Code section 465(b)(3)(c),

but substituting 50 percent for the 10 percent

ownership threshold.

FOR TAXPAYERS CLAIMING A NET

OPERATING LOSS DEDUCTION

Taxpayers claiming a deduction for a Net Oper-

ating Loss must complete Form NYC-NOLD-

GCT, Net Operating Loss Computation and

include it with their GCT filing. For more in-

formation see Form NYC-NOLD-GCT.

FIXED DOLLAR MINIMUM TAX BASED ON

ALLOCATED RECEIPTS

For tax years beginning after 2008, there is a

sliding scale fixed dollar minimum tax based

on receipts allocated to New York City. The

amount of City receipts for this purpose is the

same as the amount used for determining the

taxpayer’s business allocation percentage. See

Ad Code § 11-604(1)(E)(a)(4) as amended by

Ch. 201, § 17, of the Laws of 2009.

CAPTIVE REAL ESTATE INVESTMENT

TRUSTS (REITS) AND REGULATED IN-

VESTMENT COMPANIES (RICS)

Captive REITs and RICs

For tax years beginning on or after January 1,

2009, the law has been amended to provide that a

captive REIT or RIC must generally be included in

a combined report under the General Corporation

Tax (GCT) or Banking Corporation Tax (BCT).

Under Ad. Code 11-601(12), a REIT or RIC is a

captive REIT or RIC if more than 50% of its vot-

ing stock is owned or controlled, directly or indi-

rectly, by a single corporation. Any voting stock

held in a segregated asset account of a life insur-

ance corporation as described in Internal Revenue

Code section 817 is not taken into account for the

purpose of determining the percentage of stock

ownership. As explained more below, if a corpo-

ration subject to the GCT directly owns over 50%

of the voting stock of a captive REIT or RIC or is

the “closest controlling shareholder” of a captive

REIT or RIC, then the captive REIT or RIC must

be included in a combined report under the GCT

with that corporation. For these purposes, the

“closest controlling stockholder” means the cor-

poration: (a) that indirectly owns or controls over

50% of the voting stock of a captive REIT or RIC,

(b) is subject to tax under the GCT or BCT or oth-

erwise required to be included in a combined report

or report under the GCT or BCT, and (c) is the

fewest tiers of corporations away in the ownership

structure from the captive REIT or RIC.

If a captive REIT or RIC is required to be in-

cluded in a combined report under the GCT, it

will be subject to tax under the GCT. Ad.

Code § 11-605(4)(a)(5). Note that if a cap-

tive REIT or RIC is required to be included

in a combined report under the BCT, it will

not be subject to tax under the GCT, and,

as a result, must file an NYC-1 report. Ad.

Code section 11-640(d).

Requirement to be Included in a Combined

Report under the GCT

A captive REIT or RIC must be included in a

combined report under the GCT under the fol-

lowing conditions:

(1) A captive REIT or RIC must be included

in a combined report with the corporation

that directly owns or controls over 50% of

the voting stock of the captive REIT or

RIC if that corporation is subject to tax or

required to be included in a combined re-

port under the GCT.

(2) If over 50% of the voting stock of a captive

REIT or RIC is not directly owned or con-

trolled by a corporation that is subject to tax or

required to be included in a combined report

under the GCT, then the captive REIT or RIC

must be included in a combined report with

the corporation that is the “closest controlling”

stockholder of the captive REIT or RIC. If the

corporation that is the “closest controlling”

stockholder is subject to tax or required to be

included in a combined report under the GCT,

then the captive REIT or RIC must be in-

cluded in a combined report under the GCT.

(3) If the corporation that directly owns or con-

trols the voting stock of the captive REIT

or captive RIC is described as a corporation

that is not permitted to make a combined re-

port as provided in Ad. Code section 11-

605(4)(a)(1), (a)(2) or (a)(4), then the cap-

tive REIT or captive RIC must determine

the closest controlling shareholder under

Ad. Code section 11-605(4)(a)(5)(iii) to be

included in a combined report with that cor-

poration. If the corporation that is the clos-

est controlling stockholder of the captive

REIT or captive RIC is a corporation not

permitted to make a combined report, then

that corporation is deemed to not be in the

ownership structure of the captive REIT or

captive RIC, and the closest controlling

stockholder will be determined under Ad.

Code section 11-605(4)(a)(5)(iii) without

regard to that corporation.

(4) If a captive REIT owns the stock of a

qualified REIT subsidiary (as defined in

IRC section 856(i)(2)), then the qualified

REIT subsidiary must be included in any

combined report required to be made by

the captive REIT that owns its stock.

(5) If a captive REIT or RIC is required by

any of the conditions set out herein to be

included in a combined report with an-

other corporation, and that other corpora-

tion is required to be included in a

combined report with another corporation

under other provisions of Ad. Code 11-

605(4)(a), the captive REIT or RIC must

be included in that combined report with

those corporations.

(6) If a captive REIT or RIC is not required to

be included in a combined report or report

under the GCT (Ad. Code § 11-

605(4)(a)(5)) or BCT (Ad. Code § 11-

646(f)), then the corporation will be

required to file a combined report if it either

meets the substantial intercorporate trans-

actions requirement provided in Ad. Code

11-605(4)(a) or the inter-company transac-

tions or agreement, understanding, arrange-

ment or transaction requirement of Ad Code

§ 11-605(4)(a)(3) is satisfied and more than

50% of the voting stock of the captive REIT

or the captive RIC and substantially all of

the capital stock of that other corporation

are owned and controlled, directly or indi-

rectly, by the same corporation.

Computation of Tax for Captive REITs and

RICs

In the case of a combined report under the

GCT, the tax is measured by the combined en-

tire net income or combined capital of all the

corporations included in the report, including

any captive REIT or RIC.

In the case of a captive REIT or RIC that must

be included in a combined report, the entire

net income of the captive REIT must be com-

puted under Ad. Code § 11-603(7) and the en-

tire net income of a captive RIC must be

computed under Ad. Code § 11-603(8).

Instructions for Form NYC-3L - 2022 Page 2

In computing entire net income, the deduction

under the IRC for dividends paid by the cap-

tive REIT or RIC to any member of the affili-

ated group that includes the corporation that

directly or indirectly owns over 50% of the

voting stock of the captive REIT or RIC must

be added back to the federal taxable income of

the captive REIT or RIC for tax years begin-

ning on or after January 1, 2009. The term af-

filiated group is defined in IRC section 1504

without regard to the exceptions of 1504(b).

S CORPORATIONS REQUIRED

TO FILE FORM NYC-3L

An S corporation doing business, employing

capital, or owning or leasing property in a cor-

porate or organized capacity, or maintaining

an office in New York City must file Form

NYC-3L and cannot use Form NYC-4S if:

1) it carries on business both inside and out-

side New York City;

2) it has subsidiary and/or investment capital;

3) it claims an optional deduction for ex-

penditures relating to air pollution control

facilities, as provided in Section 11-

602.8(g) of the NYC Admin. Code;

4) it claims a modification with respect to

gain arising from the sale of certain prop-

erty, as provided in Section 11-602.8(h)

of the NYC Admin. Code;

5) it entered into a “safe harbor” lease transac-

tion under provisions of the Internal Rev-

enue Code as it was in effect for agreements

entered into prior to January 1, 1994;

6) it claims a credit for increased real estate

tax payments made to a landlord in con-

nection with the relocation of employ-

ment opportunities to New York City, as

provided in Section 11-604.13 of the

NYC Admin. Code;

7) it claims a credit for certain costs or ex-

penses incurred in relocating employment

opportunities to New York City, as pro-

vided in Sections 11-604.14, 11-604.17,

11-604.17-b or 11-604.19 of the NYC

Admin. Code. See Instr. to Forms NYC-

9.5, NYC-9.6 and NYC-9.8;

8) it claims a modification with respect to

wages and salaries disallowed as a de-

duction for federal income tax purposes

(work incentive/jobs credit provisions), as

provided in Section 11-602.8(a)(7) of the

NYC Admin. Code;

9) either separately or as a member of a part-

nership, it is engaged in an insurance

business as a member of the New York

Insurance Exchange;

10) it is a Domestic International Sales Corpora-

tion (DISC) or a Foreign Sales Corporation;

11) it claims a credit for New York City Un-

incorporated Business Tax paid by a part-

nership in which it is a partner as pro-

vided in Section 11-604.18 of the NYC

Admin. Code;

12) it will be included in a combined report

(Form NYC-3A);

13) it is required by NYC Admin. Code section

1-602.8(n) to add back payments for the use

of intangibles made to related members;

14) it claims the Beer Production Credit avail-

able under NYC Admin. Code section

11-604.22.

15) for federal purposes, it has income under

IRC Sections 951A or 965.

16) it would have been eligible for a deduc-

tion pursuant to IRC section 250(a)(1)(A),

i.e., FDII, if it had not made an election

under Subchapter S of the IRC.

17) any portion of its business interest expense

deduction would have been disallowed

under IRC section 163(j) if it had not made

an election under Subchapter S of the IRC.

18) it claims a modification with respect to

amounts excluded from the definition of

“contribution to the capital of the tax-

payer” under IRC 118(b)(2), as provided

in section 11-602.8(a)(14) of the NYC Ad-

ministrative Code.

19) For New York City purposes, it is required

to modify federal taxable income with re-

spect to amounts invested in Qualified Op-

portunity Funds under IRC section

1400Z-2. See Ad. Code sections 11-

602(8)(a)(15) and 11-602(8)(b)(22).

20) it excludes from entire net income the

amount of any grant received through ei-

ther the COVID-19 Pandemic Small Busi-

ness Recovery Grant program or the New

York City Small Business Resilience Grant

program to the extent the amount of either

such grant is included in federal taxable in-

come.

21) it is required to add back any pass through

entity taxes when calculating entire net in-

come. See the instructions to lines 5c and

5d of Schedule B.

The following S corporations are NOT re-

quired to file a General Corporation Tax

Return:

a) A dormant corporation that did not at any

time during its taxable year engage in any

activity or hold title to real property lo-

cated in New York City;

b) A nonstock corporation, organized and

operated exclusively for nonprofit pur-

poses and not engaged in substantial com-

mercial activities, that has been granted an

exemption by the Department of Finance;

c) Corporations subject to taxation under Part

4 of Subchapter 3 of Chapter 6, Title 11

(Banking Corporations) or under Chapter

11, Title 11 (Utility Corporations) of the

NYC Admin. Code are not required to file

General Corporation Tax returns. However,

corporations that are subject to tax under

Chapter 11 as vendors of utility services are

subject to the General Corporation Tax in

accordance with section 11-603.4 of the

NYC Admin. Code and must file a return;

d) A limited profit housing corporation or-

ganized and operating pursuant to the

provisions of Article Two of the Private

Housing Finance Law;

e) Insurance corporations;

f) A Housing Development Fund Company

(HDFC) organized and operating pur-

suant to the provisions of Article 11 of the

Private Housing Finance Law;

g) Organizations organized exclusively for

the purpose of holding title to property as

described in Sections 501(c)(2) or (25) of

the Internal Revenue Code;

h) An entity treated as a Real Estate Mort-

gage Investment Conduit (REMIC) for

federal income tax purposes. (Holders of

interests in a REMIC remain taxable on

such interests or on the income thereon);

i) Corporations principally engaged in the

conduct of a ferry business and operating

between any of the boroughs of the City

under a lease granted by the City;

j) A corporation principally engaged in the

conduct of an aviation, steamboat, ferry

or navigation business, or two or more

such businesses, provided that all of the

capital stock of the corporation is owned

by a municipal corporation of New York;

k) Bank holding corporations filing on a

combined basis in accordance with Sec-

tion 11-646(f) of the NYC Admin. Code;

l) Corporations principally engaged in the op-

eration of marine vessels whose activities in

the City are limited exclusively to the use of

property in interstate or foreign commerce;

m) Foreign corporations that are exempt

under the provisions of Public Law 86-

272. See 19 RCNY Section 11-04 (b)(11).

NOTE:An S corporation that has an officer,

employee, agent or representative in the City

and that is not subject to the General Corpora-

tion Tax is not required to file a Form NYC-

3L, NYC-3A, NYC-4S or NYC-4S-EZ but

must file a Form NYC-245 (Section 11-605 of

the NYC Admin. Code).

WHEN AND WHERE TO FILE

The due date for filing is on or before March

15, 2023 or, for fiscal year taxpayers, on or be-

fore the 15th day of the 3rd month following

Instructions for Form NYC-3L - 2022 Page 3

the close of the fiscal year.

Special short-period returns: If this is NOT a

final return and your federal return covered a pe-

riod of less than 12 months as a result of your

joining or leaving a federal consolidated group or

as a result of a federal IRC §338 election, this re-

turn generally will be due on the due date for the

federal return and not on the date noted above.

Check the box on the front of the return.

All returns, except refund returns:

NYC Department of Finance

P.O. Box 5564

Binghamton, NY 13902-5564

Remittances - Pay online with Form NYC-

200V at

nyc.gov/eservices

, or Mail pay-

ment and Form NYC-200V only to:

NYC Department of Finance

P.O. Box 3933

New York, NY 10008-3933

Returns claiming refunds:

NYC Department of Finance

P.O. Box 5563

Binghamton, NY 13902-5563

AUTOMATIC EXTENSIONS

An automatic extension of six months for filing

this return will be allowed if, by the original due

date, the taxpayer files with the Department of

Finance an application for automatic extension

on Form NYC-EXT and pays the amount prop-

erly estimated as its tax. See the instructions

for Form NYC-EXT for information regarding

what constitutes a proper estimated tax for this

purpose. Failure to pay a proper estimated

amount will result in a denial of the extension.

A taxpayer with a valid six-month automatic

extension filed on Form NYC-EXT may re-

quest up to two additional three-month exten-

sions by filing Form NYC-EXT.1. A separate

Form NYC-EXT.1 must be filed for each addi-

tional three-month extension.

Mail Forms NYC-EXT and EXT.1 to the ad-

dress indicated on those forms.

FINAL RETURNS

If an S corporation ceases to do business in

New York City, the due date for filing a final

General Corporation Tax Return is the 15th

day after the date of the cessation (Section 11-

605 of the NYC Admin. Code). Corporations

may apply for an automatic six-month exten-

sion for filing a final return by filing Form

NYC-EXT, Application for Automatic 6-

Month Extension of Time to File Business In-

come Tax Return on or before that date. Any

tax due must be paid with the final return or

the extension, whichever is filed earlier.

AMENDED RETURNS

For taxable years beginning on or after January

1, 2015, changes in taxable income or other tax

base made by the Internal Revenue Service

(“IRS”) and /or New York State Department of

Taxation and Finance (“DTF”) will no longer be

reported on form NYC-3360. Instead, taxpay-

ers must report these federal or state changes to

taxable income or other tax base by filing an

amended return. This amended return must in-

clude a tax worksheet that identifies each change

to the tax base (“Tax Base Change”) and shows

how each such Tax Base Change affects the tax-

payer’s calculation of its New York City tax. The

DOF tax worksheet is available on the DOF

website at nyc.gov/finance. This amended re-

turn must also include a copy of the IRS and/or

DTF final determination, waiver, or notice of

carryback allowance. Taxpayers that have fed-

eral and state Tax Base Changes for the same tax

period may report these changes on the same

amended return that includes separate tax work-

sheets for the IRS Tax Base Changes and the

DTF Tax Base Changes. Note that for taxable

years beginning on or after January 1, 2015, DTF

Tax Base Changes may include changes that af-

fect income or capital allocation.

The Amended Return checkbox on the return is

to be used for reporting an IRS or DTF Tax Base

Changes, with the appropriate box for the agency

making the Tax Base Changes also checked.

Taxpayers must file an amended return for Tax

Base Changes within 90 days (120 days for tax-

payers filing a combined report) after (i) a final

determination on the part of the IRS or DTF, (ii)

the signing of a waiver under IRC §6312(d) or

NY Tax Law §1081(f), or (iii) the IRS’ allowance

of a tentative adjustment based on a an NOL car-

ryback or a net capital loss carryback.

If the taxpayer believes that any Tax Base

Change is erroneous or should not apply to its

City tax calculation, it should not incorporate that

Tax Base Change into its City tax calculation on

its amended return. However, the taxpayer must

attach: (i) a statement to its report that explains

why it believes the adjustment is erroneous or in-

applicable; (ii) the tax worksheet that identifies

each Tax Base Change and shows how each

would affect its City tax calculation; and (iii) a

copy of the IRS and/or DTF final determination,

waiver, or notice of carryback allowance.

For more information on federal or state Tax

Base Changes, including a more expansive ex-

planation of how taxpayers must report these

changes as well as samples of the tax worksheets

to be included within the amended return, see Fi-

nance Memorandum 17-5, revised and dated

10/10/2018.

To report changes in taxable income or other

tax base made by the Internal Revenue Service

and /or New York State Department of Taxa-

tion and Finance for taxable years beginning

prior to January 1, 2015, the Form NYC-3360

should still be used.

ACCESSING NYC TAX FORMS

By Computer - Download forms from the Fi-

nance website at nyc.gov/finance

By Phone - Order forms by calling 311. If call-

ing from outside of the five NYC boroughs,

please call 212-NEW-YORK (212-639-9675).

OTHER FORMS YOU MAY BE

REQUIRED TO FILE

FORM NYC-EXT - Application For Auto-

matic 6-Month Extension of Time to File

Business Income Tax Return. File it on or be-

fore the due date of the return.

FORM NYC-EXT.1 - Application for Addi-

tional Extension is a request for an additional

three months of time to file a return. A corpo-

ration with a valid six-month extension is lim-

ited to two additional extensions.

FORM NYC-222 - Underpayment of Esti-

mated Tax by Corporations will help a corpo-

ration determine if it has underpaid an

estimated tax installment and, if necessary,

compute the penalty due.

FORM NYC-245 - Activities Report of Busi-

ness and General Corporations must be filed by

a corporation that has an officer, employee,

agent or representative in the City but disclaims

liability for the General Corporation Tax.

FORM NYC-399 - Schedule of New York City

Depreciation Adjustments is used to compute

the allowable New York City depreciation de-

duction if a federal ACRS or MACRS depreci-

ation deduction is claimed for certain property

placed in service after December 31, 1980.

FORM NYC-399Z - Depreciation Adjustments

for Certain Post 9/10/01 Property may have to

be filed by taxpayers claiming depreciation de-

ductions for certain sport utility vehicles or

"qualified property," other than "qualified New

York Liberty Zone property," "qualified New

York Liberty Zone leasehold improvements"

and “qualified resurgence zone property” placed

in service after September 10, 2001, for federal

or New York State tax purposes. See Finance

Memorandum 22-1, “Application of IRC §280F

Limits to Sports Utility Vehicles.”

FORM NYC-400 - Declaration of Estimated

Tax by General Corporations must be filed by

any corporation whose New York City tax lia-

bility can reasonably be expected to exceed

$1,000 for any calendar or fiscal tax year.

FORM NYC-3360 - General Corporation Tax

Report of Change in Tax Base Made by Inter-

nal Revenue Service and/or New York State

Department of Taxation and Finance is used

for reporting adjustments in taxable income or

other basis of tax resulting from an audit of

your federal corporate tax return and/or State

audit of your State corporate tax return for tax-

able years prior to January 1, 2015 only.

FORM NYC-CR-A - Commercial Rent Tax

Annual Return must be filed by every tenant

that rents premises for business purposes in

Manhattan south of the center line of 96th

Street and whose annual or annualized gross

rent for any premises is at least $200,000. (Ef-

Instructions for Form NYC-3L - 2022 Page 4

fective June 1, 2001.)

FORM NYC-RPT - Real Property Transfer

Tax Return must be filed when the corporation

acquires or disposes of an interest in real prop-

erty, including a leasehold interest; when there

is a partial or complete liquidation of the cor-

poration that owns or leases real property; or

when there is a transfer of a controlling eco-

nomic interest in a corporation, partnership or

trust that owns or leases real property.

FORM NYC-ATT-S-CORP - Calculation of

federal Taxable Income for S Corporations

must be included in the GCT filing of every

federal S corporation.

FORM NYC-NOLD-GCT - Net Operating

Loss Computation must be included in the

GCT filing of every GCT taxpayer claiming a

net operating loss deduction.

If you have delinquent taxes and you are in-

terested in the Voluntary Disclosure and Com-

pliance Program, please go to our website at

www.nyc.gov/finance.

ESTIMATED TAX

If the tax for the period following that covered

by this return is expected to exceed $1,000, a

declaration of estimated tax and installment

payments are required. Form NYC-400 is to

be used for this purpose. If the tax on this re-

turn exceeds $1,000, submit Form NYC-400

which is available on the Department of Fi-

nance’s website.

If, after filing a declaration, your estimated tax

substantially increases or decreases as a result

of a change in income, deduction or allocation,

you must amend your declaration on or before

the next date for an installment payment. Mail

the amended declaration, using Form NYC-

400, along with your check to:

NYC Department of Finance

P.O. Box 3922

New York, NY 10008-3922

If the amendment is made after the 15th day of

the 9th month of the taxable year, any increase

in tax must be paid with the amendment.

These payments can also be made online at

nyc.gov/eservices.

For more information regarding estimated tax

payments and due dates, see Form NYC-400.

PENALTY FOR UNDERSTATING TAX

If there is a substantial understatement of tax

(i.e., if the amount of the understatement ex-

ceeds the greater of 10% of the tax required to

be shown on the return or $5,000) for any tax-

able year, a penalty will be imposed equal to

10% of the amount of the understated tax.

The amount on which you pay the penalty can

be reduced by subtracting any item for which (1)

there is or was substantial authority for the way

in which the item was treated on the return, or

(2) there is adequate disclosure of the relevant

facts affecting the item’s tax treatment on the re-

turn or in a statement attached to the return.

CHANGE OF BUSINESS

INFORMATION

If there have been any changes in your busi-

ness name, identification number, billing or

mailing address or telephone number, complete

Form DOF-1, Change of Business Informa-

tion. You can obtain this form by calling 311.

If calling from outside of the five NYC bor-

oughs, please call 212-NEW-YORK (212-639-

9675). You can also logon to nyc.gov/finance.

WIRELESS TELECOMMUNICATIONS

SERVICE PROVIDERS

Effective for tax periods beginning on and after

August 1, 2002, entities who receive eighty per-

cent or more of their gross receipts from charges

for the provision of mobile telecommunications

services to customers will be taxed as if they

were regulated utilities for purposes of the New

York City Utility Tax and General Corporation

Tax. Thus, such entities will be subject to only

the New York City Utility Tax. The amount of

gross income subject to tax has been amended

to conform to the Federal Mobile Telecommu-

nications Sourcing Act of 2000. In addition, for

tax years beginning on and after August 1, 2002,

partners in any such entity will not be subject to

General Corporation Tax on their distributive

share of the income of any such entity.

SIGNATURE

This report must be signed by an officer au-

thorized to certify that the statements con-

tained herein are true. If the taxpayer is a

publicly-traded partnership or another unin-

corporated entity taxed as a corporation, this

return must be signed by a person duly au-

thorized to act on behalf of the taxpayer.

TAX PREPARERS

Anyone who prepares a return for a fee must

sign the return as a paid preparer and enter his

or her Social Security Number or PTIN. (See

Finance Memorandum 00-1.) Include the

company or corporation name and Employer

Identification Number, if applicable.

Preparer Authorization: If you want to allow

the Department of Finance to discuss your re-

turn with the paid preparer who signed it, you

must check the "Yes" box in the signature area

of the return. This authorization applies only to

the individual whose signature appears in the

"Preparer's Use Only" section of your return.

It does not apply to the firm, if any, shown in

that section. By checking the "Yes" box, you

are authorizing the Department of Finance to

call the preparer to answer any questions that

may arise during the processing of your return.

Also, you are authorizing the preparer to:

• give the Department any information miss-

ing from your return,

• call the Department for information about

the processing of your return or the status

of your refund or payment(s), and

• respond to certain notices that you have

shared with the preparer about math er-

rors, offsets, and return preparation. The

notices will not be sent to the preparer.

You are not authorizing the preparer to receive

any refund check, bind you to anything (includ-

ing any additional tax liability), or otherwise rep-

resent you before the Department. The

authorization cannot be revoked; however, the au-

thorization will automatically expire no later than

the due date (without regard to any extensions) for

filing next year's return. Failure to check the box

will be deemed a denial of authority.

SPECIFIC INSTRUCTIONS

Period Covered

File the 2022 return for calendar year 2022 and

fiscal years that begin in 2022 and end in 2023.

For a fiscal or short tax year return, fill in the

tax year space at the top of the form. The 2022

Form NYC-3L also can be used if:

• You have a tax year of less than 12 months

that begins and ends in 2023, and

• The 2023 Form NYC-3L is not available at

the time you are required to file the return.

You must show the 2023 tax year on the 2022

Form NYC-3L and take into account any tax

law changes that are effective for tax years be-

ginning after December 31, 2022.

September 11, 2001 Related Tax Benefits

Check the appropriate box on page 1 of this

form if, on your federal return: (i) you reported

bonus depreciation and/or a first year expense

deduction under IRC §179 for "qualified New

York Liberty Zone property," "qualified New

York Liberty Zone leasehold improvements,"

or "qualified Resurgence Zone property," re-

gardless of whether you are required to file

form NYC-399Z, or (ii) you replaced property

involuntarily converted as a result of the at-

tacks on the World Trade Center during the five

(5) year extended replacement period. You

must attach federal forms 4562, 4684 and 4797

to this return. See instructions for Schedule B,

lines 6c and 15 for more information.

Special Condition Codes

Check the Finance website for applicable special

condition codes. If applicable, enter the two char-

acter code in the box provided on the form.

SCHEDULE A

NOTE - ELIGIBLE SMALL FIRMS

For tax years beginning after 2006, taxpayers

Instructions for Form NYC-3L - 2022 Page 5

are exempt from having to determine the alter-

native tax on capital and the alternative tax on

the entire net income plus compensation if they

have: (1) gross income, as defined under § 61 of

the Internal Revenue Code, of less than

$250,000, (2) a 100% business allocation per-

centage, and (3) no investment capital or in-

come or subsidiary capital or income. See

section 11-604(1)(I) of Administrative Code, as

added by L. 2007, ch. 491. Those taxpayers are

subject to tax on the larger of the tax on entire

net income and fixed-dollar minimum tax.

Therefore, taxpayers meeting these criteria may

skip lines 2a, 2b, 2c and line 3 of Schedule A.

The amount entered on line 6 of Schedule A

should be the larger of line 1 or line 4. These

taxpayers are not required to complete Schedule

F. Because these taxpayers have a 100% busi-

ness allocation percentage and are not subject

to the tax on capital, these taxpayers also will

not be required to complete Schedules E or G of

this form.

Computation of Tax

LINES 2a AND 2b - TAX ON

ALLOCATED CAPITAL

For cooperative housing corporations as de-

fined in the Internal Revenue Code, the rate of

tax on capital is 4/10 mill (.04%) instead of 1

1/2 mills (.15%). For all other corporations

subject to tax, including housing companies

organized and operating pursuant to Article

Four of the Private Housing Finance Law

(other than cooperative housing corporations),

the rate of tax on capital is 1 1/2 mills (.15%).

Enter the amount from Schedule E, line 14 in

the left-hand column of line 2a or line 2b.

Multiply by the applicable percentage and

enter the tax in the right-hand column. If the

tax amount exceeds $1,000,000, enter

$1,000,000. See instructions for Schedule E,

lines 7-11 for information on how to calculate

capital for short tax years.

For information on the application of the alter-

native tax on capital to captive REITs and

RICs, see the instructions under the heading

“Computation of Tax for Captive REITs and

RICs” on page 2 of these instructions.

LINE 3 - ALTERNATIVE TAX

Every taxpayer, other than a captive REIT or

RIC, or taxpayers exempt under section 11-

604(1)(I) of the Administrative Code as de-

scribed above, must calculate its alternative

tax and enter its computation on line 3. To

compute the alternative tax, measured by en-

tire net income plus compensation, you must

use the schedule on page 2 of Form NYC-3L.

Professional corporations other than those

meeting the criteria of Ad. Code section 11-

604(1)(I) must calculate the alternative tax.

For special treatment of “Eligible Small

Firms,” see instructions above.

ADDITIONAL INFORMATION FOR

COMPUTING THE ALTERNATIVE TAX

ALTERNATIVE TAX SCHEDULE

a) Line 1- Net Income. Enter the amount from

Schedule B, line 18 or 19. If the amount

entered on Schedule B, line 18 is 0 because

the amount that would have been entered

on that line would have been a loss (i.e., the

amount on Schedule B, line 17 was greater

than the amount on Schedule B, line 8),

enter the amount of this loss on line 1.

b) Line 2 - Salaries. No portion of officers

salaries and other compensation is included

in the alternative tax base. Notwithstanding

the foregoing, include in the alternative

tax computation 100% of all salaries and

compensation of stockholders owning

more than 5% of the corporation’s stock,

as deducted for federal tax purposes and

reported on Schedule F, regardless of

whether such stockholders are also offi-

cers. In determining whether a stockholder

owns more than 5% of the issued capital

stock, include all classes of voting and non-

voting stock, issued and outstanding.

c) Line 3 - Enter on line 3 the sum of line 1

and line 2.

d) Line 4 - Enter $40,000. If the return does not

cover an entire year, the exclusion must be pro-

rated based on period covered by the return.

e) Line 6 - The alternative tax measured by en-

tire net income plus compensation is deter-

mined by multiplying line 5 by 15 percent.

LINE 4 – MINIMUM TAX

Enter the amount of New York City Receipts

from Schedule H, Column A, line 6 and the

Minimum Tax amount from the following

table. If 100% of your business income is to be

allocated to the City, enter the total amount of

your business receipts, which should be the

same as the amount that you would have had to

enter on line 6 of Schedule H if you had been

required to complete that line.

TABLE - FIXED DOLLAR MINIMUM TAX

For a corporation with New York City

receipts of:

Not more than $100,000. . . . . . . . . . . . . $ 25

More than $100,000

but not over $250,000. . . . . . . . . . . . . . . $ 75

More than $250,000

but not over $500,000. . . . . . . . . . . . . . $ 175

More than $500,000

but not over $1,000,000 . . . . . . . . . . . . $ 500

More than $1,000,000

but not over $5,000,000 . . . . . . . . . . . $1,500

More than $5,000,000

but not over $25,000,000 . . . . . . . . . . $3,500

Over $25,000,000. . . . . . . . . . . . . . . . $5,000

Short Periods - Fixed Dollar Minimum Tax

Compute the New York City receipts for short pe-

riods (tax periods of less than 12 months) by di-

viding the amount of New York City receipts by

the number of months in the short period and mul-

tiplying the result by 12. Once this annualized

amount is calculated (do not replace your NYC re-

ceipts on Line 4 with this annualized amount) use

the table above to determine the fixed dollar min-

imum tax based on the annualized amount. The

resulting fixed dollar minimum tax may be re-

duced for short periods as indicated below. Enter

the reduced amount on line 4 (If applicable).

Period Reduction

Not more than 6 months. . . . . . . . . . . . . 50%

More than 6 months

but not more than 9 months . . . . . . . . . . 25%

More than 9 months . . . . . . . . . . . . . . . None

LINE 5 - ALLOCATED SUBSIDIARY

CAPITAL

Enter the amount from Schedule C, line 2, Col-

umn G. If that amount is less than zero, enter "0".

LINE 7 - UBT PAID CREDIT

Enter on line 7 the credit against the General

Corporation Tax for Unincorporated Business

Tax paid by partnerships from which you re-

ceive a distributive share or guaranteed pay-

ment that you include in calculating General

Corporation Tax liability on either the entire net

income or income plus compensation base. (At-

tach Form NYC-9.7). Taxpayers liable for the

General Corporation Tax on the capital base or

for the minimum tax should enter zero on line

7. (See the instructions to Form NYC-9.7.)

LINE 9a - CREDITS FROM

FORM NYC-9.5

Enter on this line the following credits against

the General Corporation Tax:

1) Relocation and Employment Assistance

Program (REAP) credit (Attach Form

NYC-9.5).

2) Sales and compensating use taxes (Refer to in-

structions on Form NYC-9.5 and attach form).

NOTE: This credit may only be taken

for sales tax paid in the current year for

certain purchases in certain prior periods.

LINE 9b – CREDITS FROM

FORM NYC-9.8

Enter on this line the credit against the Gen-

eral Corporation Tax for the Lower Manhattan

Relocation and Employment Assistance Pro-

gram. (Attach Form NYC-9.8).

LINE 10a - CREDITS FROM

FORM NYC-9.6

Real estate tax escalation credit and employ-

ment opportunity relocation costs credit and

industrial business zone credit (Refer to in-

structions on Form NYC-9.6 and attach form).

Instructions for Form NYC-3L - 2022 Page 6

LINE 10b – CREDITS FROM

FORM NYC-9.10

Enter on this line the NYC biotechnology

credit. (Attach Form NYC-9.10).

LINE 10c - CREDITS FROM

FORM NYC-9.12

Enter on this line the Beer Production Credit

(Attach Form NYC-9.12).

LINE 12b - FIRST INSTALLMENT

PAYMENT

Do not use this line if an application for auto-

matic extension, Form NYC-EXT, has been

filed. The payment of the amount shown at

line 12b is required as payment on account of

estimated tax for the 2023 calendar year, if a

calendar year taxpayer, or for the taxable year

beginning in 2023, if a fiscal year taxpayer.

LINE 14 - PREPAYMENTS

Enter the sum of all estimated tax payments

made for this tax period, the payment made with

the extension request, if any, and both the carry-

over credit and the first installment reported on

the prior tax period’s return. This figure should

be obtained from the Composition of Prepay-

ments Schedule on page 2 of Form NYC-3L.

LINE 17a - LATE PAYMENT - INTEREST

If the tax is not paid on or before the due date

(determined without regard to any extension of

time), interest must be paid on the amount of the

underpayment from the due date to the date paid.

For information as to the applicable rate of in-

terest, call 311. If calling from outside of the five

NYC boroughs, please call 212-NEW-YORK

(212-639-9675) or log on to nyc.gov/finance.

LINE 17b - LATE PAYMENT OR LATE

FILING/ADDITIONAL CHARGES

a) A late filing penalty is assessed if you

fail to file this form when due, unless the

failure is due to reasonable cause. For

every month or partial month that this

form is late, add to the tax (less any pay-

ments made on or before the due date)

5%, up to a total of 25%.

b) If this form is filed more than 60 days

late, the above late filing penalty cannot

be less than the lesser of (1) $100 or (2)

100% of the amount required to be

shown on the form (less any payments

made by the due date or credits claimed

on the return).

c) A late payment penalty is assessed if you

fail to pay the tax shown on this form by

the prescribed filing date, unless the fail-

ure is due to reasonable cause. For every

month or partial month that your payment

is late, add to the tax (less any payments

made) 1/2%, up to a total of 25%.

d) The total of the additional charges in a)

and c) may not exceed 5% for any one

month except as provided for in b).

If you claim not to be liable for these additional

charges, attach a statement to your return ex-

plaining the delay in filing, payment or both.

LINE 17c - PENALTY FOR UNDERPAY-

MENT OF ESTIMATED TAX

A penalty is imposed for failure to file a dec-

laration of estimated tax or for failure to pay

each installment payment of estimated tax due.

(For complete details, refer to Form NYC-222,

Underpayment of Estimated Tax by Corpora-

tions.) If you underpaid your estimated tax,

use Form NYC-222 to compute the penalty.

Attach Form NYC-222. If no penalty is due,

enter “0” on line 17c.

LINE 21 - TOTAL REMITTANCE DUE

If the amount on line 15 is greater than zero or

the amount on line 19 is less than zero, enter

on line 21 the sum of line 15 and the amount,

if any, by which line 18 exceeds the amount

on line 16. If filing and paying electronically,

enter the amount of your remittance on Line

A. If not paying electronically, leave Line A

blank. All remittances must be payable in U.S.

dollars drawn on a U.S. bank. Checks drawn

on foreign banks will be rejected and returned.

Remittances must be made payable to the

order of NYC Department of Finance.

LINE 23 - NEW YORK CITY RENT

Complete Schedule G and enter on line 23 of

Schedule A total rent from Schedule G, part

1. Rent includes consideration paid for the

use or occupancy of premises as well as pay-

ments made to or on behalf of a landlord for

taxes, charges, insurance or other expenses

normally payable by the landlord other than

for the improvement, repair or maintenance

of the tenant’s premises.

LINE 24 - GROSS RECEIPTS OR SALES

The amount entered on line 24 should be the

same amount entered on line 1c of the tax-

payer's federal Form 1120S (Gross receipts or

sales less returns and allowances).

PREPAYMENTS SCHEDULE

Enter the payment date and the amount of all

prepayments made for this tax period.

For interest calculations and account informa-

tion, call 311. If calling from outside of the

five NYC boroughs, please call 212-NEW-

YORK (212-639-9675).

You can also visit the Finance website at

nyc.gov/finance

SCHEDULE B

Computation and Allocation of Entire Net Income

LINE 1 - FEDERAL TAXABLE INCOME

S corporations and qualified subchapter S

subsidiaries (QSSS) must file returns as or-

dinary corporations. Federal S corporation

taxpayers must complete form NYC-ATT-

S-CORP, Calculation of Federal Taxable

Income for S corporations and include it

with their GCT Form 3L, 4S or 4S-EZ.

NOTE:

The charitable contribution deduc-

tion from federal Form 1120S, Schedule K,

line 12a may not exceed 10% of the sum of

lines 1 through 12d (other than line 12a) of

Schedule K

, subject to any exception provided

in the IRC with respect to C corporations

LINE 2 - NONTAXABLE INTEREST

Include all interest received or accrued which was

not taxable on your federal income tax return.

LINES 3 AND 4 - SUBSIDIARY CAPITAL

A subsidiary is a corporation which is con-

trolled by the taxpayer by reason of the tax-

payer’s ownership of more than 50% of the

total number of shares of the corporation’s vot-

ing capital stock, issued and outstanding. The

term “subsidiary capital” means all invest-

ments in the stock of subsidiary corporations,

plus all indebtedness from subsidiary corpora-

tions (other than accounts receivable acquired

in the ordinary course of business for services

rendered or from sales of property held pri-

marily for sale to customers), whether or not

evidenced by bonds or other written instru-

ments, on which interest is not claimed and de-

ducted by the subsidiary for purposes of

taxation under Title 11, Chapter 6, Subchap-

ters 2 and 3 of the Admin. Code.

If you have a subsidiary, complete lines 3 and 4,

and attach a list of all items included. You will

also have to complete Schedule C. If you do not

have a subsidiary, enter “0” on lines 3 and 4.

On line 3, enter total of amounts, including in-

terest expense, deducted in computing federal

taxable income that are directly attributable to

subsidiary capital or to income, gains or losses

from subsidiary capital. Include capital losses

from sales or exchanges of subsidiary capital,

all other losses, bad debts and any carrying

charges attributable to subsidiary capital.

On line 4, enter all amounts, including interest,

that are indirectly attributable to subsidiary

capital or to income, gains or losses from sub-

sidiary capital.

For more information, see also Statement of

Audit Procedure GCT-2008-04, Noninterest

Expense Attribution, April 9, 2008, available

on the Department's website (nyc.gov/finance).

LINE 5 - STATE AND LOCAL

BUSINESS TAXES

On line 5a enter the amount deducted on your

federal return for business taxes paid or ac-

crued to any state, any political subdivision of

a state or to the District of Columbia if they

are on or measured by profits or income or in-

clude profits or income as a measure of tax,

including taxes expressly in lieu of any of the

Instructions for Form NYC-3L - 2022 Page 7

foregoing taxes. Include the New York State

Metropolitan Transportation Business Tax sur-

charge and the MTA Payroll Tax (New York

State Tax Law, Art. 23). Do not include Pass

Through Entity Taxes, including the NYS

PTET and NYC PTET on this line.

Attach a schedule listing each locality and the

amount of all those taxes deducted on your

federal return.

On line 5b, enter the amount of New York City

General Corporation Tax and Banking Corpo-

ration Tax deducted on your federal return.

LINE 5c - NYS PASS THROUGH

ENTITY TAX AND SIMILAR TAXES

FROM OTHER JURISDICTIONS

For tax years beginning on or after January 1,

2021, eligible pass through entities may opt

into the NYS PTET Tax imposed under New

York Tax Law Article 24-A. Pursuant to Ad-

ministrative Code Section 11-602(8)(b)(3),

General Corporation Tax taxpayers are re-

quired to add back NYS PTET deducted from

federal taxable income. Taxpayers are also re-

quired to add back to federal taxable income

similar pass through entity taxes from other ju-

risdictions. Enter on line 5c the amount of

NYS PTET and similar taxes from other juris-

dictions (other than New York City) deducted

when calculating federal taxable income.

(Attach a schedule listing each locality and the

amount of all those taxes deducted on your

federal return).

LINE 5d - NEW YORK CITY

PASS THROUGH ENTITY TAX

For tax years beginning on or after January 1,

2022, eligible New York City pass through en-

tities may opt into the NYC PTET imposed

under New York Tax Law Article 24-B. Pur-

suant to Administrative Code Section 11-

602(8)(b)(3), taxpayers subject to the General

Corporation Tax are required to add back NYC

PTET deducted in calculating federal taxable

income. Enter on line 5d the amount of NYC

PTET deducted when calculating federal tax-

able income.

LINES 6a, 6b AND 6c - NEW YORK CITY

ADJUSTMENTS

a & b) Taxpayers claiming the real estate

tax escalation credit and/or the employ-

ment opportunity relocation costs credit

or the industrial business zone credit must

enter on lines 6(b) and 6(a), respectively,

the amounts shown on lines 4 and 5, re-

spectively, of Part II of Form NYC-9.6.

c) The federal bonus depreciation allowed

for "qualified property", as defined in the

Job Creation and Worker Assistance Act

of 2002 is not allowed for General Corpo-

ration Tax purposes except for such de-

ductions allowed with respect to

"qualified New York liberty zone prop-

erty", "qualified New York liberty zone

leasehold improvements" and "qualified

property" placed in service in the Resur-

gence Zone (generally the area in the bor-

ough of Manhattan south of Houston

Street and north of Canal Street). For

City tax purposes, depreciation deductions

for all other "qualified property" must be

calculated as if the property was placed in

service prior to September 11, 2001.

Recent Federal Legislation Effecting De-

preciation.

Section 13201(b) of the Tax Cuts and Jobs

Act of 2017 (“TCJA”) extended the bonus

depreciation deduction to cover property

placed in service before January 1, 2027

(except for aircraft and long-production

period property have to be placed into

service before January 1, 2028.) Previ-

ously, Section 143 of the Protecting Amer-

icans from Tax Hikes Act of 2015, Pub. L.

No.114-113, Div Q (December 18, 2015)

(“2015 PATH Act”) had extended bonus

depreciation so that it was available for

property acquired and placed in service

during 2015-2019; bonus depreciation was

extended through 2020 for certain property

with a longer production period. Under the

2015 PATH Act, the bonus depreciation is

50% for property placed in service during

2015-2017, 40% for property placed in

service during 2018, and 30% for property

placed in service during 2019.

Pursuant to section 13201(a) of the TCJA,

for property placed in service after Septem-

ber 27, 2017, the bonus depreciation rate was

raised to 100% with the phase-down to begin

in 2023. The taxpayer can elect to apply a

50% depreciation rate for property placed in

service in the taxpayer’s first tax year ending

after September 27, 2017. The phase-down

of the bonus depreciation enacted under the

2015 PATH Act is still applicable to property

acquired before September 28, 2017. Thus,

for property acquired before September 28,

2017 and placed in service in 2018, the bonus

depreciation is 40% and 30% for property

placed in service in 2019 with no bonus de-

preciation for property placed in service after

2019. Under the TCJA the first year depreci-

ation limit increase of $8,000 for passenger

automobiles under §280(F)(a)(1)(A) is ex-

tended to include automobiles placed in serv-

ice on or before December 31, 2026. Prior to

that, in order to qualify for the $8,000 in-

crease in bonus depreciation, the passenger

automobile would had to have been placed

into service on or before December 31, 2019.

This extension of the placed in service dead-

line only applies to automobiles acquired on

or after September 28, 2017. However, if the

passenger automobile was acquired before

September 28, 2018, the first year additional

depreciation is phased down to $6,400 in the

case of an automobile placed in service dur-

ing 2018 and to $4,800 in the case of auto-

mobile placed in service during 2019.

The Administrative Code limits the depre-

ciation for “qualified property” other than

“Qualified Resurgence Zone property” and

“New York Liberty Zone property” to the

deduction that would have been allowed

for such property had the property been ac-

quired by the taxpayer on September 10,

2001, and therefore, except for Qualified

Resurgence Zone property, as defined in

the.Administrative Code and “New York

Liberty Zone property,” the City has de-

coupled from the federal bonus deprecia-

tion provision. Qualified Resurgence Zone

property is qualified property described in

section 168(k)(2) of the internal revenue

code substantially all of the use of which is

in the Resurgence Zone (which is gener-

ally in the borough of Manhattan south of

Houston Street and north of Canal Street),

is in the active conduct of a trade or busi-

ness by the taxpayer in such zone, and the

original use of which in the Resurgence

Zone commences with the taxpayer after

September 10, 2001. The Administrative

Code also requires appropriate adjustments

to the amount of any gain or loss included

in entire net income or unincorporated

business entire net income upon the dispo-

sition of any property for which the federal

and New York City depreciation deduc-

tions differ. For further information, see

the instructions to Form NYC-399Z and

use that form for this calculation. For tax

years beginning on or after January 1,

2004, other than for eligible farmers (for

purposes of the New York State farmers'

school tax credit), the amount allowed as a

deduction with respect to a sport utility ve-

hicle that is not a passenger automobile for

purposes of section 280F(d)(5) of the In-

ternal Revenue Code is limited to the

amount allowed under section 280F of the

Internal Revenue Code as if the vehicle

were a passenger automobile as defined in

that section. For SUVs that are qualified

property other than qualified Resurgence

Zone property and other than New York

Liberty Zone property, the amount allowed

as a deduction is calculated as of the date

the SUV was actually placed in service and

not as of September 10, 2001. Note that

for General Corporation Tax purposes:

- An SUV cannot qualify as either Quali-

fied Resurgence Zone Property or as

New York Liberty Zone property. See

Administrative Code section 11-

602(8)(o).

- An SUV cannot qualify for the addi-

Instructions for Form NYC-3L - 2022 Page 8

tional first year depreciation available

under the recent federal legislation de-

scribed above.

On the disposition of an SUV subject to the

limitation, the amount of any gain or loss in-

cluded in income must be adjusted to reflect

the limited deductions allowed for City pur-

poses under this provision. Enter on Schedule

B, lines 6(c) and 15 the appropriate adjust-

ments from form NYC-399Z. See Finance

Memorandum 22-1, “Application of IRC

§280F Limits to Sports Utility Vehicles.”

The federal depreciation deduction com-

puted under the Accelerated Cost Recov-

ery System or Modified Accelerated Cost

Recovery System (IRC Section 168) is not

allowed for the following types of property:

• property placed in service in New

York State in taxable years beginning

before January 1, 1985 (except re-

covery property subject to the provi-

sions of Internal Revenue Code

Section 280-F)

• property of a taxpayer principally en-

gaged in the conduct of an aviation,

steamboat, ferry, or navigation busi-

ness, or two or more such businesses

which is placed in service in taxable

years beginning after December 31,

1988, and before January 1, 1994

In place of the federal depreciation deduc-

tion, a depreciation deduction using pre-

ACRS or MACRS rules (IRC Section 167)

is allowed. Enter on line 6c the ACRS ad-

justment from Form NYC-399, Schedule

C, line 8, Column A. Enter on line 15 the

ACRS adjustment from Form NYC-399,

Schedule C, line 8, Column B. ACRS and

MACRS may be available for property

placed in service outside New York in years

beginning after 1984 and before 1994. See

Finance Memorandum 99-4 “Depreciation

for Property Placed in Service Outside New

York After 1984 and Before 1994.”

LINE 7a - PAYMENT FOR USE

OF INTANGIBLES

Add back payments for the use of intangibles

made to related members as required by Ad.

Code section 11-602.8(n). See Royalty Pay-

ments to Related Members, page 1.

LINE 7c - OTHER ADDITIONS

a) Effective for taxable years beginning on

or after January 1, 1982, the New York

City Admin. Code was amended to nullify

the effects of federal “safe harbor leases”

upon New York City taxable income (Sec-

tion 11-602.8(a)(8) and (9) of the Admin.

Code). This applies to agreements entered

into prior to January 1, 1984.

Any amount included in the computation

of federal taxable income solely as a result

of an election made under IRC Section

168(f)(8) must be removed when comput-

ing New York City taxable income. Any

amount excluded in the computation of

federal taxable income solely as a result of

an election made under IRC Section

168(f)(8) must be included when comput-

ing New York City taxable income.

Exempt from these adjustments are leases

for qualified mass commuting vehicles and

property of a taxpayer, subject to the Gen-

eral Corporation Tax, principally engaged

in the conduct of an aviation, steamboat,

ferry or navigation business, or two or more

such businesses, which is placed in service

before taxable years beginning in 1989.

Enter the appropriate additions and deductions

on lines 7 and 16, respectively, and attach a

rider to show the “safe harbor” adjustments to

New York City taxable income.

b) Foreign taxes paid or accrued that are de-

ducted from gross income to determine

federal taxable income must be added to

entire net income. A foreign tax credit

may not be used as a deduction when

computing NYC entire net income.

c) Any “windfall profit” tax deducted in com-

puting federal income must be added back

when computing NYC entire net income.

d) If the taxpayer deducted on its federal re-

turn interest paid to a corporate stock-

holder owning more than 50% of its issued

and outstanding stock, that corporate

shareholder may not exclude that interest

from its NYC entire net income as income

from subsidiary capital. (See instructions

for lines 3, 4 and 9.) To enable a more than

50% corporate shareholder to treat any

such interest as excludible income from

subsidiary capital, such interest should be

added back on line 7 of this return in com-

puting NYC entire net income.

e) In the case of a taxpayer organized outside

the United States, all income from sources

outside the United States, less all allowable

deductions attributable thereto, that was

not taken into account in computing fed-

eral taxable income must be added back in

computing NYC entire net income.

f) Add back the amount of any federal de-

duction allowed pursuant to IRC

§250(a)(1)(A) to the extent such amount

was deducted in computing your federal

taxable income reported on line 1.

g) For taxable years beginning on or after

January 1, 2021, the amount of any gain

excluded from federal gross income for the

taxable year pursuant to IRC §1400Z-

2(a)(1)(A) because it is invested in a qual-

ified opportunity zone must be added back.

See Ad. Code section 11-602(8)(b)(22).

LINES 9a, 9b AND 9c - INCOME FROM

SUBSIDIARY CAPITAL

Enter on line 9a dividends from subsidiary

capital that was included as part of federal tax-

able income. Complete Schedule C.

Enter on line 9b interest from subsidiary capi-

tal that was included in federal taxable income.

Enter on line 9c capital gains and other income

and gain from subsidiary capital that was in-

cluded as part of federal taxable income.

Complete Schedule C.

Do not enter on line 9b interest for which the

payor subsidiary claimed a deduction. (See in-

structions for Schedule B, lines 3 and 4, above

for the definition of subsidiary capital.)

LINE 10 - NONSUBSIDIARY

DIVIDENDS

Enter 50% of dividends received from nonsub-

sidiary corporations. Do not include the fol-

lowing: (1) “gross-up” dividends pursuant to

IRS Section 78, and (2) dividends from stocks

not meeting the holding period requirement set

forth in IRC Section 246(c).

LINE 11 - NET OPERATING LOSS

Note that pursuant to the federal Tax Cuts and

Jobs Act of 2017, net operating losses generated

during or after 2018 generally may no longer

be carried back. These losses may be carried

forward indefinitely; however each year’s de-

duction will be limited to 80% of federal tax-

able income (without regard to the deduction).

Enter New York City net operating loss carry-

forward from prior years. The following rules

apply to net operating losses.

1) A deduction may only be claimed for net op-

erating losses sustained in taxable years during

all or part of which the corporation was subject

to the General Corporation Tax. New York

City allows net operating losses to be used in

the same manner as provided by IRC Section

172. However, the amount of any federal loss

must be adjusted in accordance with Section

11-602.8(f) of the Admin. Code. Regulated in-

vestment companies and real estate investment

trusts do not qualify for this deduction.

2) The deduction of a net operating loss car-

ryforward from prior years may not exceed,

and is limited to, the amount of the current

year’s federal taxable income. A net oper-

ating loss may not be claimed as a deduc-

tion if Schedule B, line 1 reflects a loss.

3) The deduction shall not exceed the deduc-

tion that would have been allowed if the

taxpayer had not made an election to be an

S corporation under the rules of the Internal

Revenue Code or had not elected to be in-

cluded in a group reporting on a consoli-

dated basis for federal income tax purposes.

Instructions for Form NYC-3L - 2022 Page 9

4) The New York City net operating loss deduc-

tion taken for City purposes for each year may

not exceed the deduction allowable for that

year for federal income tax purposes calcu-

lated as if the taxpayer had elected to relin-

quish the carryback period except with

respect to the first $10,000 of each year’s loss.

The carryback period for General Corpora-

tion Tax purposes corresponds to the federal

carryback period. If the taxpayer elects to use

a 2-year carryback period for federal pur-

poses, the same carryback period applies for

City purposes. If the taxpayer elects to relin-

quish the entire carryback period for federal

purposes, then the taxpayer may not carry

back any amount for City purposes. Losses

incurred during taxable years beginning after

December 31, 2017, may not be carried back.

5) Losses which are not permitted to be carried

back may generally be carried forward and

used to offset income for the period permitted

for federal tax purposes, generally, 20 years

subsequent to the loss year for losses incurred

in taxable years beginning after August 5,

1997. Losses incurred during taxable years be-

ginning after December 31, 2017, can be car-

ried forward indefinitely for federal purposes.

6) The deduction for losses incurred during tax-

able years beginning after December 31,

2017, is limited to 80% of federal taxable in-

come calculated as if the corporation had not

made the election pursuant to subchapter S

of the IRC (without regard to the deduction).

7) Corporations principally engaged in the conduct

of an aviation, steamboat, ferry or navigation

business or two or more of such businesses are

permitted to claim a net operating loss deduc-

tion in the same manner as other corporations.

These corporations are allowed to carry for-

ward any net operating losses or a proportion-

ate part of a net operating loss sustained during

the federal taxable period(s) covering the years

1985 through 1988, provided the corporation

was taxable under Title 11, Chapter 6, Sub-

chapter 4 of the Admin. Code (Transportation

Corporation Tax) for the calendar years 1985

through and including 1988. The net operat-

ing loss must be computed as if:

a) the corporation had been subject to

taxation under Subchapter 2 (General

Corporation Tax) during the period(s)

the loss was sustained,

b) the loss was sustained in 1988, and

c) the taxpayer had elected to relinquish

the entire carryback period under IRC

Section 172.

For special rules relating to acquisitions,

mergers or consolidations involving cor-

porations principally engaged in the con-

duct of aviation, steamboat, ferry or

navigation business, refer to Section 77b of

Chapter 241 of the Laws of 1989.

8) Corporations reporting both business and

investment income must complete line 21

of this schedule to apportion any net oper-

ating loss between business income and in-

vestment income.

Attach a copy of Form NYC-NOLD-GCT,

Net Operating Loss Computation.

LINE 12 - PROPERTY ACQUIRED

PRIOR TO 1966

A deduction is allowed with respect to gain

from the sale or other disposition of any prop-

erty acquired prior to January 1, 1966 (except

stock in trade, inventory, property held prima-

rily for sale to customers in the ordinary course

of trade or business, or accounts or notes re-

ceivable acquired in the ordinary course of

trade or business). The amount of the deduc-

tion with respect to each such property is equal

to the difference between:

a) the amount of the taxpayer’s federal tax-

able income; and

b) the amount of the taxpayer’s federal tax-

able income (if smaller than the amount

described in (a)), computed as if the fed-

eral adjusted basis of each such property

(on the sale or other disposition of which

gain was realized) on the date of the sale or

other disposition had been equal to either:

1) its fair market value on January 1,

1966, or the date of its sale or other

disposition prior to January 1, 1966,

plus or minus all adjustments to basis

made with respect to such property for

federal income tax purposes for peri-

ods on or after January 1, 1966; or

2) the amount realized from its sale or

other disposition, whichever is lower.

In no event, however, shall the total amount

computed above exceed the taxpayer’s net gain

for the year from the sale or other disposition

of property (other than stock in trade, inventory,

property held primarily for sale to customers in

the ordinary course of trade or business, or ac-

counts or notes receivable acquired in the ordi-

nary course of trade or business).

Attach a rider showing computation and a

copy of federal Form 1120-S, Schedule D.

LINE 13 - CITY AND STATE REFUNDS

Enter on line 13 refunds or credits of the New

York City General Corporation Tax, New York

State Franchise Tax or New York City or State

Banking Corporation Tax for which no tax ex-

clusion or deduction was allowed in deter-

mining the taxpayer’s taxable (entire) net

income in a prior year.

LINE 14 - FEDERAL JOBS CREDIT

Enter the portion of wages and salaries paid or

incurred for the taxable year for which a de-

duction is not allowed pursuant to the provi-

sions of Section 280C of the Internal Revenue

Code. Attach federal Form 5884 or any other

applicable federal form.

LINE 15 - DEPRECIATION

ADJUSTMENT

Enter on line 15 the adjustments from Form

NYC-399 and/or Form NYC-399Z, Schedule

C, line 8, Column B. See instructions for

Schedule B, line 6(c).

LINE 16a – CONTRIBUTIONS OF CAPI-

TAL BY GOVERNMENTAL ENTITIES

OR CIVIC GROUPS

Enter on line 16a the amount, if any, of con-

tributions to capital received from a govern-

mental entity or civic group, within the

meaning of IRC §118(b)(2).

LINE 16b - OTHER DEDUCTIONS

a) Refer to instructions to Schedule B, line 7 for

adjustments relating to safe harbor leases.

b) Taxpayers entitled to a special deduction

for construction, reconstruction, erection or

improvement of air pollution control facil-

ities initiated on or after January 1, 1966,

and having a situs in NYC in accordance

with Section 11-602.8(g) should submit a

rider showing the complete computation.

Enclose certification of compliance is-

sued pursuant to Section 17-0707 or Sec-

tion 19-0309 of the Environmental

Conservation Law. Entire net income for

the current year and all succeeding years

must be computed without any deduction

for such expenditures or for depreciation

of such property.

c) Deduct foreign dividend gross-up pur-

suant to Section 78 of the IRC to the ex-

tent not deducted at line 9a. Entire net

income does not include any amount

treated as dividends pursuant to Section

78 of the IRC.

d) Regulated investment companies must

deduct dividends paid to stockholders on

this line.

e) The amount of any gain included in en-

tire net income pursuant to Ad. Code sec-

tion 11-602(8)(b)(22) in a previous tax

year that is included in federal gross in-

come in the current tax year should be

subtracted. See Ad. Code section 11-

602(8)(a)(15).

f) The amount of any grant received

through either the COVID-19 Pandemic

Small Business Recovery Grant Program,

pursuant to section-ff of the New York

State Urban Development Corporation

Act, or the Small Business Resilience

Grant Program administered by the De-

partment of Small Business Services, to

the extent the amount of either grant is in-

cluded in federal taxable income.

Instructions for Form NYC-3L - 2022 Page 10

LINE 18 – ENTIRE NET INCOME

If line 17 is greater than line 8 so that the

amount on this line would be a loss, enter zero

(“0”) on this line, skip lines 21 through 25b,

and enter zero (“0”) on line 26 of this Schedule

B and on line 1 of Schedule A. That loss may

be available as a carryover. See instructions to

Schedule B, line 11 for more information.

LINE 19 - SPECIAL ADJUSTMENTS

If the amount on line 18 is not correct, enter the

correct amount on line 19 and explain in a rider.

If, as a result of the adjustments on this line, entire

net income is a loss, enter zero (“0”) on this line,

skip lines 21 through 25b, and enter zero on line

26 of this Schedule B and line 1 of Schedule A.

a) If you are, either separately or as a member

of a partnership, doing insurance business

as a member of the New York Insurance

Exchange described in Section 6201 of the

Insurance Law, make the adjustment re-

quired under Section 11-602.8(a)(6) and

Section 11-602.8(b)(8) of the Admin. Code.

b) For tax years beginning on or after August

1, 2002, corporations that are partners in

partnerships that receive at least eighty per-

cent of their gross receipts from providing

mobile telecommunications services must

exclude their distributive share of income,

gains, losses and deductions from any such

partnership, including their share of sepa-

rately reported items, from their federal

taxable income reported on line 1.

LINE 20 - INVESTMENT INCOME

Investment income includes: 50% of dividends

from non-subsidiary stocks held for invest-

ment, interest from investment capital, net cap-

ital gain or loss from sales or exchanges of

nonsubsidiary securities held for investment,

and income from cash if an election is made to

treat cash as investment capital on line 3 of

Schedule D. Do not include any “gross-up”

dividends pursuant to Section 78 of the IRC

that have been deducted in computing entire

net income.

Investment income includes interest received

on a loan to a subsidiary if the subsidiary

claims such interest as an NYC General or

Banking Corporation Tax deduction on any re-

turn for any period, and if such loan is evi-

denced by a bond or other corporate security.

Do not include any capital loss which was not

used in computing federal taxable income.

In computing investment income, subtract the

amount of deductions allowable in computing

entire net income which are directly or indi-

rectly attributable to investment capital or in-

vestment income.

LINE 20a - DIVIDENDS

Enter dividends not excluded on line 10 ex-

cept for “gross-up” dividends pursuant to Sec-

tion 78 of the IRC. This includes 50% of

dividends from nonsubsidiary corporations for

which an exclusion was allowed on line 10 of

this schedule and 100% of dividends from

stock not meeting the holding period require-

ment set forth in Section 246(c) of the IRC.

LINE 20d - INCOME FROM CASH

Enter income from cash on Schedule B, line

20d, only if you have elected to treat cash as

investment capital and have entered the

amount thereof on Schedule D, line 3.

LINE 20f - DEDUCTIONS ATTRIBUTA-

BLE TO INVESTMENT INCOME

For more information, see Statement of Audit

Procedure GCT-2008-04, Noninterest Expense

Attribution, April 9, 2008, and Statement of

Audit Procedure PP-2008-12, GCT & UBT

Treatment of Repurchase Agreements and Se-

curities Lending and Borrowing Transactions

for Financial Services Firms Regularly En-

gaged in Such Activities, March 31, 2008,

available on the Department’s website at

nyc.gov/finance. Attach a list of the deduc-

tions directly attributable to investment in-

come and the deductions indirectly

attributable to investment income.

LINE 21 - APPORTIONED NEW

YORK CITY NET OPERATING

LOSS DEDUCTION

Corporations that report both business and in-

vestment income must apportion any net oper-

ating loss deduction on line 11 between

business income and investment income. This

is computed by multiplying the net operating

loss deduction by a ratio. The ratio is a frac-

tion, the numerator of which consists of invest-

ment income before deducting any net

operating loss and the denominator of which is

entire net income before deducting any net op-

erating loss. The ratio may be expressed as a

percentage. Multiply the net operating loss de-

duction by the result. Enter this amount on line

21. Attach a rider detailing the calculation of

the apportionment of the taxpayer’s New York

City NOL deduction between business income

and investment income.

LINE 22b – INVESTMENT INCOME

TO BE ALLOCATED

Enter the amount from line 22a. If the amount

on line 22a is greater than the amount on line

18 or 19, enter the amount from line 18 or 19.

If the entry on line 22a is a loss, enter zero (“0”)

on line 22b.

LINE 24 - ALLOCATED

INVESTMENT INCOME

If the investment allocation percentage is zero,

interest on bank accounts must be multiplied

by the business allocation percentage.

LINE 25b

If the amount on line 25a is not correct, enter the

correct amount on line 25b and explain in a rider.

SCHEDULE C

Subsidiary Capital and Allocation

- and -

SCHEDULE D

Investment Capital and Allocation

Complete Schedule C if you have any sub-

sidiaries. (Refer to the instructions for Sched-

ule B, lines 3 and 4 for the definition of a

subsidiary and subsidiary capital.)

If the tax period reported on this return is less than

12 months multiply the amount on Schedule C,

line 2, Column G by a fraction, the numerator of

which is the number of months or major parts

thereof included in such period and the denomi-

nator of which is twelve.

Complete Schedule D if you have investment cap-

ital. Investment capital is the average value of your

investments in stocks, bonds, and other corporate

or government securities, less liabilities, both long

term and short term, directly or indirectly attribut-

able to investment capital. Investment capital does

not include those stocks, bonds or other securities

that are held for sale to customers in the regular

course of business or that constitute subsidiary

capital. Investment capital does not include inter-

ests in, or obligations of, partnerships or other un-

incorporated entities. (Refer to Title 19 Rules of

the City of New York Section 11-37 for the defini-

tion of investment capital.)

To determine the value of your assets for busi-

ness, investment and subsidiary capital pur-

poses, you must include real property and

marketable securities at fair market value.

The fair market value of any asset is the price

(without any encumbrance, whether or not the

taxpayer is liable) at which a willing seller, not

compelled to sell, will sell and a willing pur-

chaser, not compelled to buy, will buy. The

fair market value, on any date, of stocks,

bonds and other securities regularly dealt in on

an exchange, or in the over-the-counter mar-

ket, is the mean between the highest and low-

est selling prices on that date.

The value of all other property must be in-

cluded at the value shown on the taxpayer’s

books and records in accordance with gener-

ally accepted accounting principles (GAAP).

(Refer to the instructions for Schedule E, lines

1 through 5 for more information on comput-

ing average value.)

In completing Schedules C and D, you may

use the worksheet which appears below to de-

termine the amount of liabilities indirectly at-

tributable to a particular asset.

In column D of Schedules C and D on the line for

the asset in question, include the sum of the amount

from line 15 of this worksheet and the amount of

liabilities directly attributable to that asset.

Instructions for Form NYC-3L - 2022 Page 11

WORKSHEET

Total liabilities from Sch. E, line 6, Col. C

.. 1. __________

Liabilities directly attributable to:

Subsidiary capital ....................... 2. __________

Investment capital ...................... 3. __________

Business capital .......................... 4. __________

Add: lines 2, 3, and 4 ............................... 5. __________

Subtract: line 5 from line 1 ....................... 6. __________

Enter amount from either:

Sch. C, line 1, col. C less

amount from line 2 of worksheet 7a.__________

Sch. D, line 1, col. C less

amount from line 3 of worksheet 7b.__________

Enter amount from Sch. E, line 5, col. C

less amount from line 5 of worksheet ...... 8. __________

Divide: line 7a or 7b by line 8 .................. 9. ________%

Multiply: line 6 by line 9 .......................... 10.__________

Average value of a particular asset ........... 11.__________

Enter amount from either:

Sch. C, line 1, col. C ................... 12a._________

Sch. D, line 1, col. C ................... 12b._________

Divide: line 11 by line 12a or 12b ............ 13.________%

Enter amount from line 10 ....................... 14.__________

Multiply: line 14 by line 13 ...................... 15.__________

To determine the portion of subsidiary or in-

vestment capital to be allocated within the

City, multiply the amount of subsidiary or in-

vestment capital during the period covered by

the return (column E) by the issuer’s alloca-

tion percentage (as defined in the instructions

for Schedule E, line 15).

This percentage may be obtained (1) from tax

service publications, (2) from the Department’s

website under “Forms & Publications” at

nyc.gov/finance, or (3) by calling 311. If call-

ing from outside of the five NYC boroughs,

please call 212-NEW-YORK (212-639-9675).

If the subsidiary or other issuer was not doing

business in New York City during the preceding

year, the percentage is zero. The investment al-

location percentage should be rounded to the

nearest one hundredth of a percentage point.

SCHEDULE D, LINE 3 - CASH

If you have both business and investment cap-

ital, you may elect to treat cash on hand or on

deposit as either business or investment capital.

If you wish to elect to treat cash as investment

capital, you must include it on this line. Oth-

erwise, you will be deemed to have elected to

treat cash as business capital. You may not

elect to treat part of such cash as business cap-

ital and part as investment capital. You may

not revoke your election after it has been made.

SCHEDULE E

Computation and Allocation of Capital

“Eligible Small Firms” as described in the

note at the beginning of the instructions to

Schedule A do not need to complete this

schedule.

LINES 1 THROUGH 5 - AVERAGE

VALUE OF TOTAL ASSETS

To determine the value of your assets for busi-

ness, investment and subsidiary capital pur-

poses, you must include real property and

marketable securities at fair market value.

The value of all other property must be in-

cluded at the value shown on the taxpayer's

books and records in accordance with gener-

ally accepted accounting principles (GAAP).

On Schedule E, line 1, enter the value of total

assets at the beginning of the year in column

A and at the end of the year in column B.

Enter the average value in column C. Attach a

schedule showing the computation of the av-

erage value.

On line 2, enter the value of real property and

marketable securities included in line 1.

Enter on line 4 the fair market value of real

property and marketable securities.

Average value is generally computed on a

quarterly basis. A more frequent basis

(monthly, weekly or daily) may be used.

Where the taxpayer’s usual accounting prac-

tice does not permit computation of average

value on a quarterly or more frequent basis, a

semiannual or annual basis may be used if no

distortion of average value results.

With respect to real property owned by the

taxpayer and located within New York City,

the fair market value is presumed to be not

less than the estimated market value of the

property on the Final Assessment Roll of

the City for the period covered by the re-

turn or the most recent sales price,

whichever is greater.

LINE 6 - TOTAL LIABILITIES

The liabilities deductible in computing each

type of capital are those liabilities (both long

and short term) that are directly or indirectly

attributable to each type of capital. Use the

same method of averaging as is used in deter-

mining average value of assets.

LINES 7 THROUGH 11

If the period covered by this report is other

than a period of twelve calendar months, first

follow the instructions on Schedule E to cal-

culate preliminary amounts for lines 7 through

11. Before entering these amounts on Sched-

ule E, multiply each amount by a fraction, the

numerator of which is the number of months

or major parts thereof included in such period

and the denominator of which is twelve.

Enter on line 8 the amount from Schedule C,

Column E, line 1. Subtract the amount on line

8 from the amount on line 7 and enter the dif-

ference on line 9 of this Schedule E. If the

amount on line 8 is less than zero because li-

abilities attributable to subsidiary capital ex-

ceed the value of the assets reported in

Schedule C, add the absolute amount of the

amount on line 8 to the amount on line 7 and

enter the total on line 9. For example, if the

amount on Schedule E, line 8 is ($100) and

the amount on Schedule E, line 7 is $200, the

amount on Schedule E, line 9 should be $300.

If the amount on Schedule D, line 4 is less than

zero, enter zero (“0”) on line 10 of this Sched-

ule E, enter the amount from line 9 on line 11,

and enter zero (“0”) on line 12.

LINE 15 - ISSUER’S

ALLOCATION PERCENTAGE

The percentage is determined by adding to-

gether allocated New York City business, in-

vestment and subsidiary capital, dividing the

sum by total capital, and rounding to the near-

est one hundredth of a percentage point.

The issuer's allocation percentage cannot

be less than zero. Do not calculate your is-

suer's allocation percentage by adding the

business, investment and subsidiary capital

allocation percentages and dividing that

total by the number of percentages.

The issuer’s allocation percentage represents

the amount of capital employed within New

York City as compared to total capital em-

ployed everywhere. Every taxpayer using

Form NYC-3L is required to compute its is-

suer’s allocation percentage.

SCHEDULE G

All taxpayers must complete Schedule G, Part

1 and Part 2, regardless of allocation. Enter the

amount of total Rent from Part 1 on Schedule

A, line 23.

Rent includes consideration paid for the use or

occupancy of premises as well as payments

made to or on behalf of a landlord for taxes,

charges, insurance or other expenses normally

payable by the landlord other than for the im-

provement, repair or maintenance of the ten-

ant’s premises.

For special treatment of “Eligible Small

Firms,” see instructions on Page 5.

SCHEDULE H

Business Allocation

NOTE:

Zip codes beginning with the follow-

ing three-digits are within the five boroughs of

New York City:

Manhattan - 100, 101, 102

Bronx - 104

Brooklyn - 112

Queens - 111, 113, 114, 116

Staten Island - 103

Instructions for Form NYC-3L - 2022 Page 12

In addition, the five-digit zip codes 11004, 11005

and some addresses with a zip code of 11001,

11040 and 11096 are in the borough of Queens.

If the zip code is 11001, 11040 or 11096, consult

the address translator located on the City’s web-

site at http://a030-goat.nyc.gov/goat/De-

fault.aspx to determine if the corporation's

address is within New York City.

A corporation is entitled to allocate part of its

business income and capital outside New York

City if it carries on business both inside and

outside New York City and, for taxable years

beginning before July 1, 1996, only if it has a

“regular place of business” outside the City.

Otherwise, 100% of its business income and

capital must be allocated to New York City. If

you did not carry on business both inside and

outside New York City, you must enter 100%

at Schedule H, line 7. If you carried on busi-

ness both inside and outside New York City,

you must complete Schedule H, business allo-

cation percentage.

For taxable years beginning in or after 2018, the

business allocation percentage is generally com-

puted using a single business receipts factor.

ALTERNATIVE ALLOCATION

METHOD

You cannot use an allocation method other

than the formula basis set out in Schedule H

without the consent of the Department of Fi-

nance. In order to request consent to use a dif-

ferent method of allocation, a written request,

separate and apart from filing this return, must

be submitted. For details on how to make such

a request, go to www.nyc.gov/finance. If the

consent to use a different allocation method

has not been obtained at the time of the filing

of the return, you must use the formula basis

set out in Schedule H and pay the tax in ac-

cordance therewith. If the Department con-

sents to your proposed alternative allocation

method and it results in a lower tax liability

than the formula basis set out in Schedule H,

you may be entitled to claim a refund of the

excess amount you have paid.

Receipts Factor

LINE 1 - SALES OF

TANGIBLE PERSONAL PROPERTY

Enter on line 1, column A, receipts in the reg-

ular course of business from the sale of tangi-

ble personal property where shipments are

made to points within New York City. Enter

on line 1, column B, receipts from all sales of

tangible personal property.

LINE 2 - SERVICES PERFORMED

Receipts from services performed within New

York City are allocable to New York City. All

amounts received by the taxpayer in payment

for such services are allocable to New York City

regardless of whether the services were per-

formed by employees or agents of the taxpayer,

by subcontractors, or by any other persons. It is

immaterial where such amounts were payable

or where they actually were received.

Commissions received by the taxpayer are al-

located to New York City if the services for

which the commissions were paid were per-

formed in New York City. If the taxpayer’s

services for which commissions were paid

were performed for the taxpayer by salesmen

attached to or working out of a New York City

office of the taxpayer, the taxpayer’s services

will be deemed to have been performed in

New York City.

Corporations engaged in publishing newspapers

or periodicals must allocate receipts from ad-

vertising in such publications based on the cir-

culation of the publication in the City compared

to the total circulation. Corporations engaged

in radio or television broadcasting, whether by

cable or other means, must allocate receipts

from broadcasting programs or commercial

messages based upon the location of the audi-

ence for the broadcasts in the City compared to

the total audience. For taxable years beginning

on or after January 1, 2002, corporations en-

gaged in publishing newspapers or periodicals

or in radio or television broadcasting must allo-

cate receipts from subscriptions to such news-

papers, periodicals and broadcast programs

based on the location of the subscriber.

Taxpayers principally engaged in the activity

of air freight forwarding acting as principal

and like indirect air carriers are required to de-

termine receipts for purposes of the receipts

factor arising from the activity from services

performed within New York City as follows:

100% of the receipts if both the pick up and

delivery associated with the receipts are made

in New York City and 50% of the receipts if

either the pickup or delivery associated with

the receipts is made in the City but not both.

Receipts from management, administration or

distribution services provided to a regulated

investment company (RIC) must be allocated

based upon the percentage of the RIC’s share-

holders domiciled in New York City. (Attach

rider showing computation.)

SOURCING OF RECEIPTS OF REGIS-

TERED SECURITIES OR COMMODI-

TIES BROKERS OR DEALERS

For taxable years beginning after 2008, new rules

are applicable in determining the sourcing of the

receipts of taxpayers which are registered secu-

rities or commodities brokers or dealers. The

rules below apply for determining whether a re-

ceipt is deemed to arise from services performed

in New York City by a registered securities or

commodities broker or dealer, for purposes of

computing the receipts factor of the BAP. See

Ad. Code §11-604(3)(a)(10) as added by section

34 of Chapter 201 of the Laws of 2009.

A registered securities or commodities broker or

dealer is a broker or dealer who is registered by

the Securities and Exchange Commission (SEC)

or the Commodities Futures Trading Commission

and includes over-the-counter (OTC) derivatives

dealers as defined under regulations of the SEC

(17 CFR 240.3b-12). The terms securities and

commodities have the same meanings as the

meanings in IRC sections 475(c)(2) and 475(e)(2).

• Brokerage commissions - Brokerage com-

missions earned from the execution of se-

curities or commodities purchase or sales

orders for the accounts of customers are

deemed to arise from a service performed

in New York City if the customer who is re-

sponsible for paying the commissions is lo-

cated in New York City. See Ad. Code §

11-604(3)(a)(10)(A)(i) as added by section

34 of Chapter 201 of the Laws of 2009.

• Margin interest - Margin interest earned on

brokerage accounts is deemed to arise from a

service performed in New York City if the cus-

tomer who is responsible for paying the margin

interest is located in New York City. See Ad.

Code § 11-604(3)(a)(10)(A)(ii) as added by sec-

tion 34 of Chapter 201 of the Laws of 2009.

• Account maintenance fees - Account mainte-

nance fees are deemed to arise from a service

performed in New York City if the customer

who is responsible for paying the account main-

tenance fees is located in New York City. See

Ad. Code § 11-604(3)(a)(10)(A)(vi) as added by

section 34 of Chapter 201 of the Laws of 2009.

• Income from principal transactions - Gross

income from principal transactions (that is,

transactions in which the registered broker or

dealer is acting as principal for its own account,

rather than as an agent for the customer) is

deemed to arise from a service performed in

New York City if the production credits for

these transactions are awarded to a New York

City branch, office, or employee of the taxpayer.

Registered broker dealers may elect to source

the gross income from principal transactions

based on the location of the customer to the

principal transaction. If the election is made,

gross income from principal transactions is

deemed to arise from a service performed in

New York City to the extent that the gross

proceeds from the transactions are generated

from sales of securities or commodities to

customers within the city based upon the

mailing addresses of those customers in the

records of the taxpayer. See Ad. Code § 11-

604(3)(a)(10)(A)(iii) as added by section 34

of Chapter 201 of the Laws of 2009.

• Fees from advisory services for the under-

writing of securities - Fees earned from ad-

visory services for a customer in connection

with the underwriting of securities (where the

customer is the entity contemplating the is-

suance of the securities or is issuing securi-

ties) or for the management of an

underwriting of securities are deemed to arise

Instructions for Form NYC-3L - 2022 Page 13

from a service performed in New York City if

the customer responsible for paying the fee is

located in New York City. See Ad. Code §

11-604(3)(a)(10)(A)(iv)(I) as added by sec-

tion 34 of Chapter 201 of the Laws of 2009.

• Receipts from the primary spread for the

underwriting of securities - Receipts from

the primary spread or selling concession

from underwritten securities are deemed to

arise from a service performed in New York

City if production credits are awarded to a

branch, office, or employee of the taxpayer

in New York City as a result of the sale of

underwritten securities. See Ad. Code § 11-

604(3)(a)(10)(A)(iv)(II) as added by section

34 of Chapter 201 of the Laws of 2009.

• Interest earned on loans to affiliates - In-

terest earned on loans and advances made by

a taxpayer to an affiliate with whom they are

not required or permitted to file a combined

return are deemed to arise from a service per-

formed in New York City if the principal

place of business of the affiliate who is re-

sponsible for the payment of interest is lo-

cated in New York City. See Ad. Code §

11-604(3)(a)(10)(A)(v) as added by section

34 of Chapter 201 of the Laws of 2009.

• Fees for management or advisory services

- Fees earned from management or advisory

services, including fees from advisory serv-

ices for activities relating to mergers or ac-

quisition activities, are deemed to arise

from a service performed in New York City

if the customer responsible for paying these

fees is located in New York City. See Ad.

Code § 11-604(3)(a)(10)(A)(vii) as added

by section 34 of Chapter 201 of the Laws of

2009.

A customer is located in New York City if the

mailing address of the customer, as it appears in

the broker’s or dealer's records, is in New York

City. See Ad. Code § 11-604(3)(a)(2)(B)(v) as

added by section 33 of Chapter 201 of the Laws

of 2009.

If the taxpayer is unable from its records to

determine the mailing address of the cus-

tomer, the receipts enumerated in any of such

items shall be deemed to arise from services

performed at the branch or office of the tax-

payer that generates the transaction for the

customer that generated such receipts. See Ad

Code § 11-604(3)(a)(10)(D) as added by sec-

tion 34 of Chapter 201 of the Laws of 2009.

Note that the rules for the receipts under Ad.

Code § 11-604(3)(a)(10)(A) described above

shall also apply to receipts described herein

arising from a correspondent securities rela-

tionship. See Ad. Code § 11-604(3)(a)(10)(C)

as added by section 34 of Chapter 201 of the

Laws of 2009.

LINE 3 - RENTALS OF PROPERTY

Receipts from rentals of real and personal

property situated in New York City are alloca-

ble to New York City. These include all

amounts received by the taxpayer for the use

or occupation of property, whether or not such

property is owned by the taxpayer.

LINE 4 - ROYALTIES

Royalties from the use in New York City of

patents or copyrights are allocable to New York

City. These include all amounts received by

the taxpayer for the use of patents or copy-

rights, whether or not the patents or copyrights

were originally issued to or are owned by the

taxpayer. A patent or copyright is used in New

York City to the extent that activities thereun-

der are carried on in New York City.

LINE 5 - OTHER BUSINESS

RECEIPTS

All other business receipts earned by the tax-

payer within New York City are allocable to

New York City. Business receipts are not con-

sidered to have been earned by the taxpayer in

New York City solely by reason of the fact that

they were payable in New York City or actually

were received in New York City. Receipts from

sales of capital assets (property not held by the

taxpayer for sale to customers in the regular

course of business) are not business receipts.

The following are also business receipts and

are allocable to New York City:

● receipts from the sale of real property

held by the taxpayer as a dealer for sale

to customers in the regular course of busi-

ness, provided the real property was situ-

ated in New York City

● receipts from sales of intangible personal

property included in business capital held

by the taxpayer as a dealer for sale to cus-

tomers in the regular course of business,

provided the sales were made in New

York City or through a regular place of

business in New York City

LINE 7 - BUSINESS ALLOCATION

PERCENTAGE

Divide line 6, column A by line 6, column B,

round the result to the nearest hundredth of a

percent. Aviation corporations and corpora-

tions operating vessels should complete

Schedule I (Business Allocation for Aviation

Corporations and Corporations Operating Ves-

sels) and enter the percentage from Part 1 and

2 on Schedule H, line 7.

SCHEDULE I

Business Allocation for Aviation Corpora-

tions and Corporations Operating Vessels

Part 1 - Aviation Corporations

A taxpayer principally engaged in the conduct

of aviation is required to determine the portion

of the entire net income to be allocated within

the City by multiplying its business income by

a business allocation percentage which is

equal to the arithmetic average of the three

percentages from part 1, lines 2, 4 and 6.

Line 1

“Aircraft arrivals and departures” means the

number of landings and takeoffs of the air-

craft of an aviation corporation and the

number of air pickups and deliveries by

such aircraft. Arrivals and departures solely

for maintenance or repair, refueling (where

no debarking or embarking of traffic oc-

curs), or arrivals and departures in the event

of emergency situations should not be in-

cluded in computing this percentage.

Line 3

“Revenue tons handled” by an aviation cor-

poration at an airport means the weight, in

tons, of revenue passengers (at two hundred

pounds per passenger) and revenue cargo

first received either as originating or con-

necting traffic, or finally discharged by

such corporation at such airport.

Line 5

“Originating revenue” means revenue to an

aviation corporation from the transportation of

revenue passengers and revenue property first

received by such corporation at an airport as

either originating or connecting traffic.

Line 8

Transfer the percentage from part 1, line 8

to Schedule H, line 7.

Part 2 - Corporations Operating Vessels

A taxpayer principally engaged in the opera-

tion of vessels is required to determine the por-

tion of entire net income to be allocated within

the City by multiplying its business income by

a business allocation percentage determined

by dividing the aggregate number of working

days of the vessels it owns or leases in territo-

rial waters of the City during the period cov-

ered by its report by the aggregate number of

working days of all the vessels it owns or

leases during the period. Complete part 2.

Line 1

“Working days” means days during which

a vessel is sufficiently manned for the car-

riage of persons or cargo or during which it

has cargo aboard. The working time in New

York City territorial waters and the working

time everywhere shall be computed for each

vessel in hours and minutes. At the end of

the year, such time shall be totalled for all

vessels and the sum converted into days.

Line 2

Transfer the percentage from part 2, line 2

to Schedule H, line 7.

Instructions for Form NYC-3L - 2022 Page 14

SCHEDULE J

Additional Required Information

All questions must be answered.

Question 1

In reporting the "NYC principal business ac-

tivity," give the one activity that accounts for

the largest percentage of total receipts. Total

receipts means gross receipts plus all other in-

come. State the broad field of business activ-

ity as well as the specific product or service

(e.g., mining copper, manufacturing cotton

broad woven fabric, wholesale meat, retail

men’s apparel, export or import chemicals,

real estate rental, or real estate operation of

motel).

Question 3

If the corporation is included in a consolidated

federal return, give the name of the common

parent corporation filing the consolidated return.

Question 10

If you answer “yes” to question a, attach a

separate sheet providing street address, bor-

ough, block and lot number of such property.

If you answer “yes” to question b, c or d,

complete questions 11 and 12.

A controlling interest in the case of a corpora-

tion means:

● 50% or more of the total combined vot-

ing power of all classes of stock of such

corporation, or

● 50% or more of the total fair market value

of all classes of stock of such corporation.

Question 13

If you answer “yes” to question 13, no por-

tion of the income, gain, loss, deduction or

capital of a QSSS is permitted to be in-

cluded in a separate report filed by the S

corporation parent. The QSSS must either:

1) be included in the Combined Group as a

separate member corporation or 2) file a

separate General Corporation Tax return.

See Finance Memorandum 99-3. Note that

to be included in the Combined Group, the

QSSS would have to be required to be in-

cluded or to be permitted to be included and

to have elected such inclusion.

SCHEDULE K

Federal Return Information

Attach Form 1120S.

PRIVACY ACT NOTIFICATION

The Federal Privacy Act of 1974, as amended,

requires agencies requesting Social Security

Numbers to inform individuals from whom

they seek this information as to whether com-

pliance with the request is voluntary or

mandatory, why the request is being made and

how the information will be used. The disclo-

sure of Social Security Numbers for taxpayers

is mandatory and is required by section 11-

102.1 of the Administrative Code of the City

of New York. Such numbers disclosed on any

report or return are requested for tax adminis-

tration purposes and will be used to facilitate

the processing of tax returns and to establish

and maintain a uniform system for identifying

taxpayers who are or may be subject to taxes

administered and collected by the Department

of Finance, and, as may be required by law, or

when the taxpayer gives written authorization

to the Department of Finance for another de-

partment, person, agency or entity to have ac-

cess (limited or otherwise) to the information

contained in his or her return.

Instructions for Form NYC-3L - 2022 Page 15

NYC-3L Instructions - 2022