Amending a state-registered LLC
Whenever the following is amended, it must be registered with the State:
- The name of the LLC;
- Using a Doing Business As (DBA) designation;
- Licensed agent;
- The business's principal location
- The mailing address.
State Amendment Forms
Forms issued by the State must be used for amending an LLC.
Amending an LLC with the IRS
If an LLC changes its tax status, its members must file the appropriate form with the Internal Revenue Service (IRS). This is applicable whether it's a single-member or multi-member LLC.
A change from an LLC to a partnership
By default, LLCs that have not filed IRS documents to be taxed as an S-Corp or C-Corp are taxed as partnerships or as sole proprietorships depending on the type of LLC.
LLC to S-Corp conversion
To submit to the IRS, you need to complete the following:
- IRS Form 8832 to request to be taxed as a corporation, and, if approved,
- IRS Form 2533 to elect S-Corporation taxation.
For an LLC to qualify as an S-Corp, both forms must be filed within 75 days of opening the LLC, or by March 15 for the tax year in question.
Once the IRS has been notified, the members will be converted into stockholders, and they will receive certificates of stock ownership reflecting their ownership interest.
As a pass-through entity, it remains exempt from state filing requirements.
Converting an LLC to a C-Corporation
An LLC can become a C-Corp in three (3) ways:
1. Statutory (State) Conversion
There is no such option in every state, and the LLC must be converted into a corporation using state-provided forms. Articles of incorporation will generally have to be attached to the State's conversion forms using the same process used in incorporating a new company.
2. Statutory (State) Merger
The state-issued merger form is used to merge the LLC with the new corporation. For states without a formal conversion plan, this process is recommended. It is a more complicated process to dissolve (terminate) the old LLC.
Creating corporate bylaws, holding annual board meetings, and issuing stock to the members (who become shareholders) are all required for any new corporation.
3. Non-Statutory Merger
There are various ways to convert an LLC into a C-corp, but this is the most time-consuming and requires no enabling state legislation.
- Create the new corporation by filing with the appropriate state agency.
- Once the newly formed corporation is established, the LLC will transfer all of its assets to it.
- A newly formed corporation would give the assets owned by the LLC to those who hold the power in the corporation.
- The directors of the LLC would then file to dissolve the company.
Multiple steps occur during which potentially significant assets are only partially in the hands of the directors of the LLC. Because of the risk of inadvertently violating other legal obligations associated with business organizations, it is almost certain that an attorney will be needed to help with this.
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