Rescinding Sole Owner S Corp Status to Single-Member LLC

[GHoffa]

When electing to change status from a sole-ownership S-Corp to a Single-Member LLC (a Disregarded Entity), I have already written a statement to the IRS giving up the election to S-Corp, and I have filed a Form 8832.  My question is, do I check the box as "Final Return" on the 1120-S and any other related paperwork (K-1)?  I am not dissolving the company, just reverting after five years to a single-person LLC.

[MaryK4]

Although you are not dissolving the LLC, you are dissolving the S Corp so you do want to indicate final return.  This also alerts the IRS not to expect returns in subsequent years.  An election to change classification from a corporation to a disregarded entity will be treated as if the corporation distributed all of its assets and liabilities to its single owner in liquidation.

[Rick19744 · Accepted solution]

I am going to recommend you meet with a tax professional; however it may be too late if you have already sent in the S corp revocation.

There could be significant tax consequences doing what you want to do / did.

You do not indicate what assets are in the S corp, but as noted by @MaryK4, in order to get the assets out of the former S corporation, you are essentially liquidating.  Distribution of assets to a shareholder(s) is treated as if the assets were sold at FMV and the S corporation will recognize gain or loss.  The shareholder will of course get a step up in basis, but that requires tax to be paid NOW.

Assets that are distributed out in liquidation are also required to be reported on Form 1099-DIV boxes 9 and 10 as appropriate.  These distributions are not reflected on Sch K or K-1.

Unfortunately when you make the election to be taxed as an S corporation, you will need to treat the entity as an S corporation from start to finish.