One of the main criteria to convert LLC to S corp is to have at most 100 owners or members. A workaround that the IRS allows is to treat individual family members as one family ‘shareholder’. Under this workaround, you, your spouse, and your estates can also be treated as one shareholder in order to pass the eligibility test. Your company must be based in the US, and none of the shareholders can be considered a ‘nonresident alien’. If you have more questions about how a conversion into an LLC might affect your business and your shareholders, your best bet is to get in touch with a tax professional or a tax law firm.

But you should be careful about any sweeping changes in the structure of your business. Unforeseen tax consequences can cost your shareholders a small fortune in taxes, especially if your company has grown massively since they’ve joined. The last thing shareholders want when a business is booming is to be unexpectedly taxed on their investments. Unused capital losses can be carried over into future years when calculating the tax on your capital gains. In the eyes of the IRS, an LLC may be considered an S corporation, a C corporation, a partnership, or a disregarded entity on the sole owner’s tax return.

Minimizing Tax Liability

This post assumes that the LLC being converted is treated as a partnership or a disregarded entity for federal tax purposes. You’ll also need to follow all the required formalities for creating and maintaining a corporation to ensure that your business continues to have limited liability. Many business owners will benefit from speaking with a tax adviser or business attorney at some point in the conversion process. An attorney can convert your LLC to a corporation for you, or they can direct you toward your state’s filing requirements and you can complete the process yourself. Unlike the two preceding conversion methods, under nonstatutory conversion, your LLC’s assets and liabilities aren’t automatically transferred to the new corporation.

A principal advantage of S corporation taxation is that income distributed to shareholders is not taxed twice. Self-employment taxes for an S corporation can also be less than other pass-through entities. However, the rules regarding fringe benefits are less beneficial than those for C corporations. To summarize, if you choose to form a corporation, by default, the corporation will be a separate tax entity.

Navigating Startup Investing Taxes: The Comprehensive Guide for Investors

Instead, in a nonstatutory conversion, you’ll need one or more special agreements to exchange LLC membership interests for corporate shares and to transfer assets and liabilities. You can switch your limited liability company’s (LLC) tax status to an S corporation, provided it meets the Internal Revenue Service’s (IRS) requirements. You don’t have to change your business structure, but you’ll need to file a form with the IRS. The least common method is more of a tax strategy that is generally not acceptable to investors. This method allows an LLC to convert to a corporation for federal income tax purposes (but not state law purposes) by “checking the box” and filing Form 8832 to treat the LLC as a corporation. While this method changes the tax treatment of the LLC, it remains an LLC for state law purposes, which can result in a number of complications.

While converting to a corporation might not affect these agreements, you still might need to notify the other party of your entity change. Check the language of the agreement to see if there’s a provision that requires such notification. For more information, see our article on converting your LLC to a corporation in Delaware. While the IRS forms for changing tax status are fairly straightforward, this procedure—known as “Check-the-Box”—involves special eligibility criteria. You can find those criteria in the instructions included with the forms.

Advantages of an LLC

If you need to go through a nonstatutory conversion, you’ll need expert legal assistance. However, in most cases, you should be able to avoid using this approach. Plenty of small businesses operate as a limited liability company (LLC) when they first set up shop. In fact, a big portion of LLCs operate as single-member companies with a sole owner. This sounds appealing in the beginning because LLCs are easy to establish, and they provide flexibility and protection for your personal assets. The difference in how the profits are taxed is the main advantage of converting an LLC to an S corp.

Can I convert an LLC to a corporation in Florida?

In Florida, there is a fairly simple process by which to convert an LLC into a Corporation, or vice versa. Conversions, however, often come with an array of tax implications. The Division of Corporations specifically suggests consulting an attorney and a tax professional before converting.

The distribution hurdle applicable to profits interests usually results in a profits interest holder receiving fewer C corp shares in the conversion than he or she would have received had the interest been a capital interest. Said another way, the profits interest will convert into C corp equity equal to the appreciation of the profits interest above its distribution hurdle. If the LLC equity value is not greater than the hurdle, the profits interests just disappear. To that end, your taxes may be impacted by the effective date of the conversion, since the LLC and C-corp would have two different employee ID numbers.

Should I Change My LLC to a Corporation?

Similarly, a single FICA wage base will apply to the compensation paid to each employee. Finally, the conversion often can be structured in a way so that the corporation can continue to use the EIN of the LLC, although this can add additional steps in the conversion. There are many reasons a startup should begin its life as a C corporation, and yet it is not uncommon for founders to start their companies as LLCs. Founders often believe it is simpler to begin operations as an LLC and that they can always, when the time is right, convert the business to a corporation, and not infrequently, this is the right approach.

What happens when a partnership converts to a corporation?

The partnership receives corporate stock for the contribution. The partnership is then dissolved and the corporate stock assets are distributed to the partners.

By default, all corporations are taxed under Subchapter C of the Internal Revenue Code. “By default” means that if the shareholders do nothing, this is how their corporation will be taxed. You are responsible for reading, understanding and agreeing to the National Law Review’s (NLR’s) and the National Law Forum LLC’s  Terms of Use and Privacy Policy before using the National Law Review website. The National Law Review is a free to use, no-log in database of legal and business articles. The content and links on  are intended for general information purposes only. Any legal analysis, legislative updates or other content and links should not be construed as legal or professional advice or a substitute for such advice.