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  • Rebecca Tabert

Why Should My LLC File As An S-Corp?

Ever wondered about converting your LLC to an S-Corp? Form 2553 is the key, offering certain entities unique tax advantages. Let’s explore who can benefit and how. Let’s dive into who can benefit and how!

Converting your LLC to an S-Corp can offer potential tax savings, as only the salary paid to the owner-employee is subject to employment taxes, with additional profits being treated as dividends. Additionally, an S-Corp status can enhance the business's credibility and streamline the transfer of ownership, making it more appealing to potential investors and stakeholders.

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Who can convert to an S-Corp?

Conversion isn't one-size-fits-all. For an LLC to make the switch, several criteria must be met:

  1. Domestic Entity: The LLC must be based in the United States. Foreign entities are not eligible.

  2. Shareholders Count: An S-Corp is restricted to a specific number of shareholders, often capped at 100. Ensure your LLC falls within this limit.

  3. Permissible Shareholders: Only individuals, certain trusts, and estates can be shareholders. Partnerships, corporations, or non-resident aliens cannot hold shares in an S-Corp.

  4. One Class of Stock: The entity can only have one class of stock. This means that all shareholders have the same rights to distribution and liquidation proceeds.

There are also specific conditions that may disqualify an LLC from converting to an S-Corp:

  1. Certain Financial Institutions: Some financial institutions, particularly those using the reserve method for bad debts, cannot elect to be an S-Corp.

  2. Insurance Companies: If an insurance company is taxed under subchapter L, it's not eligible for S-Corp status.

  3. International Sales Corporations (DISCs): These entities are excluded from opting for an S-Corp status.

Sometimes, there are workarounds. For instance, while certain trusts are ineligible, there are specific types of trusts, like Qualified Subchapter S Trusts (QSSTs) and Electing Small Business Trusts (ESBTs), that can be shareholders in an S-Corp.

Other entities that can convert to an S-Corp (**please keep in mind that some of these conversions are multi-step, unlike the LLC conversion to S-Corp):

  1. C Corporations: A C Corporation can elect to be treated as an S Corporation by filing Form 2553 with the IRS. This can be beneficial for C Corporations looking to avoid the double taxation issue, where the corporation is taxed on its earnings and then shareholders are taxed again on the distributions. However, upon conversion, certain built-in gains and passive income may be subject to special taxes.

  2. Sole Proprietorships**: An individual operating a business as a sole proprietor can first convert the business into a corporation or an LLC. After formation, it can then elect to be treated as an S Corporation by filing Form 2553. This move can provide legal protection and potential tax advantages.

  3. Partnerships**: A partnership can convert into an S-Corp, but the process is more complex than with other entities. First, the partnership would terminate, and the assets and liabilities would transfer to a newly formed corporation or LLC. This new entity would then file Form 2553 to elect S-Corp status. Partners should be aware that this conversion can have tax consequences, and it's crucial to ensure all partners are on board and meet the shareholder eligibility requirements of an S-Corp.

  4. Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs)**: Similar to general partnerships, LLPs and LPs would need to undergo a two-step process where they first convert to a corporation or an LLC and then elect S-Corp status. This can provide the benefits of limited liability and pass-through taxation but may come with its own set of tax implications upon conversion.

Why convert to an S-Corp?

An S Corporation, often referred to as an S-Corp, isn’t technically a type of business entity. Instead, it’s a special tax designation applied to a corporation or LLC, allowing the income, deductions, and credits to flow through directly to the owners or shareholders. This helps to avoid the double taxation typically seen with C Corporations. With regard to LLCs, particularly LLCs that are disregarded entities, the single owner will now not have to pay self-employment tax on their personal return as they would have previously.

Taxation Transformation: Before vs. After Conversion:

Before Conversion: Depending on the initial structure:

  • LLC: Typically, LLCs are treated as pass-through entities where all profits and losses pass directly to the members, who report this on their individual tax returns.

  • C Corporation: Profits are taxed at the corporate level, and then any dividends distributed to shareholders are taxed again at the individual level.

After Conversion: With S-Corp status, the entity usually doesn't pay federal taxes at the corporate level. Instead:

  • Pass-through Mechanism: Income, deductions, and credits flow through to shareholders, who report these on their individual tax returns, avoiding double taxation.

  • Salary and Distributions: Shareholders who work for the company should receive a reasonable salary, which is subject to employment tax. However, this also means additional deductions for the entity that may be written off later.

Benefits of the Big Switch:

  1. Tax Savings: One of the most prominent benefits is tax savings. With an S-Corp, only the salary paid to the owner-employee is subject to employment taxes. Any remaining income is considered a distribution and isn’t subject to self-employment taxes.

  2. Enhanced Credibility: Converting can enhance the credibility of the business, as stakeholders may perceive the S-Corp status as more legitimate or established than a sole proprietorship or basic partnership or disregarded LLC.

  3. Easier Transfer of Ownership: S-Corp shares can be freely transferred without facing adverse tax consequences or disturbing the corporation’s existence. However, remember the restrictions on who can be an S-Corp shareholder.

Transitioning to an S-Corp can provide several advantages, but it's essential for businesses to understand the implications fully. It's not a decision to be taken lightly, and the guidance of a tax professional can be invaluable during this process.

When can I convert to an S-Corp?

Conversion Deadlines:

If you're aiming to have your business treated as an S-Corp for a given tax year, the IRS mandates that Form 2553 be filed:

  • New Corporations: Within two months and 15 days of the beginning of the corporation's first tax year.

  • Existing Entities: Within two months and 15 days of the beginning of the tax year the election is to take effect.

The tax year you file as an S-Corp:

  • Timely Filers: If you file on time, your S-Corp status will typically begin at the start of the tax year.

  • Late Filers: If you miss the window but still file within the tax year you wish to convert, the IRS may still grant S-Corp status for that year. However, it’s not guaranteed.

Planning Ahead:

For smooth sailing, consider filing well before the deadline. This allows ample time for any corrections or revisions if the IRS finds any errors or requires additional information.

Most common myths about Converting to an S-Corp

Myth: Every LLC is fit for conversion.

Reality: There are specific criteria; not all LLCs can transition.

Myth: Post-conversion, tax obligations stay the same.

Reality: Tax benefits are a prime motivator for entities contemplating the switch.

Myth: Conversion is an overnight affair.

Reality: Approval from the IRS is required, and a designated timeline exists.

Myth: Switching back to an LLC is hassle-free.

Reality: Reversion involves a process and isn't as straightforward as it seems.

Myth: S-Corp status brings universal benefits for every business.

Reality: While many reap rewards, it's essential to evaluate if this switch aligns with your specific business needs.

More Reading

Final Thoughts

Circling back, the allure of S-Corp status is undeniable, with the promise of tax perks. But remember, each business is unique. Before diving in, consulting with a tax professional can ensure the leap is right for you.

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