Corporation S CorpAn LLC can wear the election

You have the certificate and a software menu that says S corp, and nothing from the IRS. The state still sees an LLC after a federal S election is accepted, and the books have to wear both truths.

Start with the filing
An adding machine with its number keys in a row
The company does not change species

An LLC that elects S is still an LLC at the state office that formed it. The certificate is not amended into a corporation by Form 2553. Owners who want a corporation file a different document. Owners who want the federal S rules, and who qualify, file the election and keep the LLC.

This address exists so those two identities stay on separate lines. The company is one line. The tax status is another. Wearing S means the federal return follows S rules while the state entity stays what the certificate says. The federal election does not rewrite the certificate, and it does not retire the federal forms that follow an accepted year. A single member LLC with no accepted election still has its own default, and a series LLC is still the company the certificate named.

One owner and no accepted election usually means federal income tax looks through the LLC. Putting S on a menu does not enact that change. The acceptance does. Until then we keep the default, and we say the default out loud so payroll is not built on a costume.

Who has to sign

Form 2553 is signed by all shareholders. On an LLC those are the members who hold the equity the election will treat as stock. One holdout, or one person who never saw the form, is a problem. We ask who signed before we talk about wages.

The date has to fall in the window. Count from the morning your tax year opens, add two months, then add fifteen days, and remember the whole year before that morning also qualifies. We calculate that from your year, not from a proverb about the ides of March. If the form was late, we read Revenue Procedure 2013-30 with you and we do not predict the outcome.

Qualified owners and one class of equity are part of the same conversation. A side deal that creates a second class of stock can break the election even when the menu still says S. The company agreement is the lawyer's document. We flag the tax question. We do not rewrite the agreement.

How the books look after a real election

After acceptance, member draws and wages stop sharing a line. Reasonable wages come first for anyone who works in the company and holds equity. Distributions come after. Basis moves with income, loss, wages, and distributions. We track that. We do not publish a sample basis that you should copy.

The qualified business income limit can depend on wages. We describe the limit without a dollar cliff tied to a tax year. Thin wages are a planning fact. They are also a payroll setup fact. The provider you run calculates the wage. We do not run payday.

A K-1 that never arrives, in a year the menu calls an S year, is a status problem. We look for the acceptance before we invent the K-1. If the acceptance is not in the file, the year may not be an S year, and the books should stop pretending.

What we set up, and what we leave

We can keep the month, reconcile the accounts, and prepare the return that the papers support. Once the acceptance is real we can help you tell the payroll provider what the status is. Signed assurance, whether an audit, a review, or a compilation, is not offered here. The disclosures page is the only spot that spells that boundary.

The federal calendar still matters after an election. A calendar year S company generally files Form 1120-S on the 15th day of the third month. Owners who owe on the passthrough often pay estimates on the 15th of April, June, September, and January. Accepting S does not delete those dates. It decides which federal forms they belong to.

An extension, if you need one, is more time to file the return. It is not a pause on tax that is already due. Both the filing date and the estimate dates go on one calendar so neither arrives as a surprise in the week the books are still open.

The moment in front of you

An old warehouse can keep its brick while the rooms inside change jobs. An LLC that elects S does the same thing on paper. The certificate stays the building. The acceptance is only the new use. Both stay written down, and neither one is allowed to erase the other.

Name the company type

Steven Palmieri

You will be talking to the Steven Palmieri practice.

Say LLC or corporation, and whether Form 2553 was accepted.

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