Can an LLC Be a Corporation: Everything You Need to Know
If you've ever asked, "can an LLC be a corporation," the answer is yes. An LLC can be treated as a corporation for tax purposes or convert to a corporation. 4 min read
If you've ever asked, "can an LLC be a corporation," the answer is yes. An LLC can be treated as a corporation for tax purposes or convert to a corporation. The main reason some LLCs choose to be treated as corporations is to save on federal taxes and for that to happen, the LLC must file Form 8832 to the IRS. LLCs can also convert to corporations either through a simple statutory conversion or a more complex statutory merger.
LLC Businesses: Why So Popular
- LLCs do not have strict management and bookkeeping requirements of corporations.
- Members have more control on how ownership is transferred compared to corporations.
- There is a measure of flexibility when paying taxes. LLCs have the option of being taxed as corporations.
- LLCs shield members from being taxed twice, unlike corporations which are taxed both on the corporation's income and dividends of shareholders.
Advantages of LLCs Treated As C Corporations
An LLC can decide to be taxed as a corporation. Such a decision has the following advantages:
- Tax Savings
The highest personal tax rate for LLC members is much higher than the corporate tax rate for corporations. Choosing to file as a corporation allows high earning LLC members to save on taxes. If calculations reveal that the taxes on an LLC members' profits would exceed the sum of corporate tax and the tax on their dividends if the LLC was a corporation, the LLC is better off filing as a corporation.
Being taxed as a corporation allows the LLC more flexibility compared to permanently converting the LLC to a corporation. Should the need arise to reverse the decision, It is easier and cheaper to revoke the decision to be treated as a corporation compared to converting a corporation back to an LLC.
Disadvantages of an LLC Being Taxed As a Corporation
- Double Taxation
LLCs that are contemplating switching to being taxed as C corporations should keep in mind the fact that they would be subject to double taxation when they make the switch. The LLC would pay both corporate tax and income tax on the profits of the members. Choosing to be treated as a corporation is economically sound only if the tax savings from a lower corporate tax rate more than offset the increase in taxes due to double taxation.
- Future Repercussions
An LLC's decision to be treated as a C corp may be hard to reverse for a number of years. LLCs should therefore not hastily decide to be treated as C corporations without analyzing the long-term effects of the change. Some LLCs that have in the past chosen to be treated as C corporations have faced gigantic tax bills and have regretted the decision a few years down the road.
How an LLC Can Register to Be Taxed As a Corporation
You can communicate your LLC's decision to be taxed as a corporation to the IRS using the Entity Classification Election, Form 8832. The LLC should meet the following requirements to make the change.
- The LLC should fill in a consent statement approved by all members.
- The effective date of the change should not be more than 75 days before or more than 12 months after the decision to be treated as a corporation.
Why LLCs Convert to Corporations
Professional investors usually prefer investing in corporations compared to LLCs. This is because of the difficulty involved in transferring ownership of LLCs. Therefore, LLCs that want venture capital or seek to be publicly traded are better off converting to corporations.
The C corporation structure favors cash-strapped startups that offer stock to entities that are ready to help them. Many established businesses also reward employees through stock. This can easily be achieved when the business is a corporation.
How to Convert an LLC to a C Corporation
A statutory conversion allows an LLC to become a corporation without the need to dissolve the LLC and form a corporation from scratch. In states whose laws have this provision, you can file the certificate of conversion plus other needed documents to make the conversion.
In states that do not allow statutory conversion, LLCs have to go through the statutory merger process. LLC members exchange their interests for shares and then file a certificate of merger together with the other paperwork. The LLC may also be required to dissolve.
If you need help to have your LLC treated as a corporation or to convert your LLC to a corporation, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.