Small Business

Conversion from C corp to single member LLC

I am planning to convert my C corporation into a single-member LLC. The business has not generated any income or had any financial activity so far this year. Could you please explain the legal and tax consequences, whether I will need a new EIN or final tax filings, and what additional steps I should take with the IRS, Florida agencies, banks, insurers, and other parties?

Quick Answer:

Converting a C-Corp to a single-member LLC is generally treated as a **taxable liquidation** under IRS Sections 331 and 336. Even with no activity this year, the corporation is treated as if it sold all assets to you at fair market value. **Tax & EIN Requirements:** * **New EIN:** Since you are moving from a corporation to a disregarded entity (SMLLC), you generally need a **new EIN** for the LLC. * **Final Filings:** You must file a final Form 1120 for the C-Corp, marking the "Final Return" box. You must also file **Form 966** (Corporate Dissolution or Liquidation) with the IRS within 30 days of the plan to dissolve. **Florida Requirements:** * File **Articles of Conversion** with the Florida Department of State (Sunbiz). * Notify the Florida Department of Revenue to close or update your reemployment tax and sales tax accounts. **Additional Steps:** * **Banks:** Most banks require closing the corporate account and opening a new one under the LLC’s EIN. * **Insurance:** Update your General Liability and Workers’ Comp policies to reflect the new entity name. * **Contracts:** Assign any existing leases or vendor contracts from the Corp to the LLC.

Note: This answer is provided for convenience only. It is important that you speak to a CPA about your individual tax situation.

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