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Transforming your corporation into an LLC has many potential benefits, but it’s important to consider the potential tax consequences.
Relying on your state, the process of converting a corporation into an LLC can be quite easy. But access to an easy conversion process shouldn’t be the driving factor behind a decision to convert a corporation into an LLC.
LLCs offer certain advantages over corporations and vice versa. In determining whether to convert your business structure, it’s important to look particularly at why you want to convert and the practical consequences of such a change.
Why go from inc. to LLC?
LLCs present a number of features that make them a popular choice for numerous small business owners. If you’ve been considering changing your business into an LLC, one or more of these features is likely what drives the idea of conversion attractive.
The following are just some reasons a business owner might decide to convert their corporation into an LLC.
Businesses taxed as C corporations (which is the situation for most corporations) face what’s known as double taxation. This means you’re taxed twice: first at the corporate level, with tax being levied on the company’s profits, and then again on an individual level, with shareholders being taxed on dividends they’ve received from the corporation.
Numerous small businesses that start out as corporations don’t run into the double-taxation issue immediately since they often don’t make enough profit to distribute dividends to shareholders. However, as your corporation grows and begins to generate greater profits, you may be concerned about how this double taxation will affect you. At this point, the transformation into an LLC might start to look attractive.
This is because LLCs are taxed on a pass-through basis, meaning the LLC’s earnings are “passed through” to the individual LLC members, to be taxed in their writings only. By converting your corporation into an LLC then, you acquire the advantage of pass-through taxation and don’t have to worry about double taxation.
Flexible control options
Companies must be organized according to a fairly rigid structure, with a board of directors to direct overall operations and officers to oversee the day-to-day operational details. Certain decisions require the formal permission of the board and/or the shareholders, evidenced in the form of corporate solutions and shareholder resolutions. These requirements can add to the challenges of managing a corporation, particularly a smaller one that has only a handful of shareholders.
An LLC, on the other hand, lets you run your company without having a rigid command structure. You have the flexibility to decide how your business will be managed, and these rules are then outlined in detail in your LLC’s operating agreement.
If you’ve been seeing the management requirements of running your corporation too onerous—for example, the need to draw up corporate resolutions to document certain decisions may be adding too much to an already overwhelming workload—the increased management flexibility of an LLC may be a better option for your business.
Flexible profit-and-loss distribution
Companies use shares to distribute ownership interests. The main disadvantage to share-based ownership is that each share in a particular class of shares is weighted equally, and profits are received based on the proportionate ownership of the shares issued.
LLCs, on the other writing, have the flexibility to allocate profits differently. While many LLCs do allocate profits based on ownership stake, an LLC also has the option of structuring an alternate profit-allocation arrangement.
Relying on your particular situation may make the conversion from corporate status into an LLC an attractive option. For example, with an LLC, you can allocate a higher share of profits to someone who makes a higher cash contribution to the company without altering the ownership percentage. Once the cash contribution has been paid back through profit distributions, the profit-allocation arrangement reverts back to a percentage-ownership basis.
How do I transform my business from inc. to LLC?
How you go about converting your corporation to an LLC depends on the laws and regulations of the state in which your business is registered.
Many forms offer a streamlined conversion process that lets you make the change without certain formalities, such as forming a new LLC, dissolving the old corporation, and transferring the corporate assets and liabilities to the new LLC. If this option is available in your state, it will usually be the fastest and most cost-efficient way to convert to an LLC.
A merger option may be open in your state if no streamlined option is offered. Under this method, you will have to form a new LLC, create a merger contract to implement the transfer of ownership rights from shares to LLC membership units, and, depending on your state’s rules, dissolve the corporation. Unlike the traditional method below, however, your company’s assets and liabilities will automatically be transferred to the new LLC.
A traditional conversion is the most demanding of the three methods. As with the merger option, you’ll have to create a new LLC and exchange shares for LLC membership interests. You’ll also have to do all the paperwork necessary to transfer corporate assets and liabilities to the new LLC, as well as dissolve the old corporation.
What are the functional consequences of converting my corporation into an LLC?
Basically speaking, converting your corporation into an LLC will eliminate the requirement to hold directors’ meetings and shareholders’ meetings and draw up resolutions documenting certain decisions. Overall, it will help you to run your company without having to adhere to the more rigid requirements of managing a corporation.
Transferring ownership interests is more difficult with an LLC than with a company. With an LLC, you have to transfer the LLC membership claims, while the transfer of ownership interests in a corporation is as easy as transferring shares.
Nevertheless, the most important consequence of converting a business into an LLC lies in the potential tax impact. Regardless of the method, you use to convert into an LLC, from a tax perspective, the transfer of corporate assets is seen as a liquidation or sale of the corporation’s assets. If any gain has been accumulated in the value of these assets—a likely scenario for most corporations—it will be taxed at both the corporate level and in the hands of the shareholders.
These potential negative tax consequences are an important consideration in deciding whether to convert a corporation into an LLC. In many cases, the costs of this additional tax burden vastly outweigh any help you may receive from the conversion.
It’s worth conferring with a tax expert before deciding to convert so you can assess whether a conversion is an optimal choice for your business.
You may have many causes to convert your corporation into an LLC and, depending on your individual state, the actual formal conversion process may be streamlined and cost-effective. However, the tax consequences of a conversion should be an important factor in your decision.
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Types of LLCs
A member of an LLC is similar to a shareholder in a corporation. With respect to members, there are two types of limited liability companies (LLC):
1. Single-Member LLC. This is an LLC with only one member, who is the sole owner of the business.
2. Multi-Member LLC. This is an LLC with two or more members. Members can share equally in the profit or loss of the business, or can share in different proportions, as determined by the LLC operating agreement.
Electing the LLC Tax-Filing Status
Both single-member LLCs and multi-member LLCs can elect to be treated by the IRS as either a C corporation or an S corporation. This election requires filing IRS Form 8832, Entity Classification Election, which must be done no later than two months and 15 days after the beginning of the LLC’s tax year.
If you form a single-member LLC and do not file any special form with the IRS, the LLC will be taxed as what the IRS calls “an entity disregarded as separate from its owner,” meaning it will be taxed as if it were a sole proprietorship.
If you form a multi-member LLC and do not file any special form with the IRS, the LLC will be taxed as if it were a partnership.
Regardless of whether you have a single-member or a multi-member LLC, you can choose to have it treated as an S corporation by filing IRS Form 2553, Election by a Small Business Corporation. If you file Form 2553, you do not need to file Form 8832, as you would for a C corporation.
How Does a Single-Member LLC File Taxes?
If your LLC is taxed like a sole proprietorship, you will report the LLC profit or loss on your individual Form 1040, along with either Schedule C, Profit or Loss From Business (Sole Proprietorship); Schedule E, Supplemental Income or Loss; or Schedule F, Profit or Loss From Farming, depending upon which schedule is appropriate for your type of business.
If you have elected to have your LLC taxed as an S corporation, the LLC will need to file Form 1120S, U.S. Income Tax Return for an S Corporation. The LLC itself pays no tax, but the profit or loss will be reported by you on your individual Form 1040, along with Schedule K-1 (Form 1120S), Shareholder’s Share of Income, Deductions, Credits, etc. You will need to pay taxes on any profit, regardless of whether the LLC actually passes it on you.
How Does a Multi-Member LLC File Taxes?
For a multi-member LLC taxed as a partnership, the LLC will file Form 1065, Return of Partnership Income, which shows the share of the profit or loss that is attributed to each LLC member. Each member then reports their share of the profit or loss on their individual Form 1040, along with Schedule K (1065), Partner’s Share of Income, Deductions, Credits, etc.
If the multi-member LLC has elected to be taxed as an S corporation, the LLC itself will file Form 1120S, which shows the share of the profit or loss attributed to each member. The LLC itself pays no tax, but each member must report their share of the profit or loss on their individual Form 1040, along with Schedule K-1 (Form 1120S). Each member pays taxes on their share of profits, regardless of whether the LLC actually passes on the profits to the members.
For more information about S-corp status for your LLC, see IRS Publication 3402, Taxation of Limited Liability Companies.