Can I Retroactively Convert My LLC to a Corporation?

By Joe Stone

The decision to form your business either as a corporation or a limited liability company, or LLC, depends on several issues. In most states, LLCs enjoy lower start-up costs and more flexibility in maintaining the business. However, as your business grows and prospers, a corporate structure may be more advantageous for its future development, so you may need to convert your LLC to a corporation.

The decision to form your business either as a corporation or a limited liability company, or LLC, depends on several issues. In most states, LLCs enjoy lower start-up costs and more flexibility in maintaining the business. However, as your business grows and prospers, a corporate structure may be more advantageous for its future development, so you may need to convert your LLC to a corporation.

Tax Treatment

If your primary consideration for converting your LLC to a corporation is for tax purposes, the "conversion" simply involves filing one form with the IRS -- Form 8832. The IRS considers an LLC as a disregarded entity for federal income tax purposes; therefore, an LLC can choose its tax status, and elect to be taxed as a corporation or as a partnership if it has multiple members, or a sole proprietorship if it has only one member.

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State Law

All LLCs and corporations are formed under state law, with each state having differing requirements for each. Therefore, if your primary consideration for converting your LLC to a corporation is based on these differing state requirements, you'll have to follow your state's entity conversion laws. These laws can be complex and will require filing documents with the state (see Resources).

Conversion Documents

Review the information available from the state agency, such as the secretary of state, charged with the responsibility for enforcing the state LLC and corporation laws. Most states, such as California, provide a form with instructions for converting your LLC to a corporation (see Resources). However, it may be best to obtain the opinion of a certified public accountant regarding the tax consequences of the conversion before filing the forms.

Alternatives to Conversion

Converting your LLC to a corporation is not your only option if you need to change the legal structure of your business. You can use a merger to form a new business entity by first forming a corporation and then merging the LLC into the corporation. In some states you can also use a consolidation procedure where you form a corporation and then consolidate your LLC with it to form a new company. As with any changes in your company's legal structure, it's a good idea to retain an accountant to perform a tax analysis of the consequences of each procedure before taking any such action.

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References

Resources

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