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Level 5
August 13, 2023
Question

CONVERTING AN S CORP BACK TO AN LLC

  • August 13, 2023
  • 3 replies
  • 92 views

II have a client who was an LLC and converted to an S Corp ten years ago. Two LLC memebers

He has no basis due to excessive withdrawals and or Bonus depreciation writeoffs. But has significant outside bases from Debt. mostly to SBA which he can not use since he is an S Corp

Can he convert back to an LLC revoking S status as per Section 1362 A ? striclty to tak advantage of the outside debt basis

.Are their otehr tax implications such as having to disoolve the S Corp and transfer assets at FMV to the llc Etc?

 

Thanks ofr all your conideration and help

 

Mike 

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3 replies

BobKamman
Level 15
August 13, 2023

Did they just elect to be taxed as an S Corp, or did they dissolve the LLC and start a new corporation under state law, which then elected S status?

mike9Author
Level 5
August 13, 2023

LLC waas formed in 2006 and immediately converted to a Sub S

BobKamman
Level 15
August 13, 2023

So it was then and is now and has always been an LLC.  Just taxed as an S corporation for IRS purposes.  And for some reason now wants to go back to being taxed as a partnership.  And there is some SBA loan involved.  They don't plan on paying it off?  Was it a PPP loan?  

Level 7
August 13, 2023

You cannot reorganize back into a partnership.  It would be a corporate liquidation, and given what you said regarding basis and debt there would likely be taxes due.

BobKamman
Level 15
August 14, 2023

@TaxMonkey   I don't think there was ever a corporation.  It's an LLC that elected S status, and now wants to elect out of it. No change in entity.  

Level 7
August 14, 2023

That makes perfect sense as far as the CA Secretary of State is concerned.  However, the IRS will consider this to be an S-corp liquidation.  They will expect a final S-corp tax return with all of the assets and liabilities distributed out at FMV to the shareholders.

BobKamman
Level 15
August 15, 2023

Can we all agree on this?

Partnership to Corporation 

An election to change classification from a partnership to a corporation will be treated as if the partnership contributed all of its assets and liabilities to the corporation in exchange for stock and the partnership then immediately liquidated by distributing the stock to its partners.

For more information, see Partnership Distributions in Publication 541, Partnerships and Property Exchanged for Stock in Publication 542, Corporations.

Corporation to Partnership 

An election to change classification from a corporation to a partnership will be treated as if the corporation distributed all of its assets and liabilities to its shareholders in liquidation and the shareholders then immediately contributed all of the distributed assets and liabilities to a new partnership.

For more information, see Contribution of Property in Publication 541, Partnerships and Distributions to Shareholders in Publication 542, Corporations.

https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-possible-repercussions 

The right answer, of course, is to tell the clients to make up their fool minds and stick with what they chose or go down the street to H&R Block.  That's why I don't plan on ever dealing with this problem myself.