How to Terminate an S-Corp Election & Revert to an LLC

By John Parker

A qualifying LLC that has previously elected to be treated as a corporation for federal tax purposes by filing IRS Form 8832 and that has also elected S corporation treatment by filing IRS Form 2553 may reverse both elections to revert to treatment simply as a non-corporation partnership or sole proprietorship.

Step 1

File a written statement notifying the IRS that that LLC is revoking its election to be treated as an S corporation. The procedure is detailed in the instructions that accompany IRS Form 1120S. The IRS does not publish a specific form for termination of the election. Instead, the taxpayer is instructed to “file a statement” that communicates that desire. The written statement should be submitted in the form of a letter and should identify the corporation by name and by its employer identification number; clearly state that the corporation is “revoking its election to be an S corporation;” declare the effective date of the termination of the election, identify all members of the LLC and be signed and dated by those members.

Step 2

File IRS Form 8832 -- Entity Classification Election -- to elect treatment as a partnership if the LLC has multiple members. This is the same form by which the initial election of the LLC to be treated as a corporation was made. Changing its IRS tax classification to that of a simple partnership is accomplished by filing a new Form 8832, checking boxes 1(b) and 6(b), among others.

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Step 3

File IRS Form 8832 electing treatment as a sole proprietorship if the LLC has just one member. Again, this is the same form by which the initial election to be treated as a corporation was made. Changing the IRS tax classification to that of a sole proprietorship is accomplished by filing a new Form 8832, checking boxes 1(b) and 6(c), among others.

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How to Change an LLC Filing as an S Corp to a Sole Proprietor



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