A few comments:
- First, this is not a transaction that is conducive to handle in a forum such as this
- The two links you reference are completely different entity structures and in no way are relevant to your potential "restructure"
- A state conversion from an LLC to an Inc is a state formality. You were already being treated as an Inc for federal income tax purposes when you made the S election
- There is no discussion of why this transaction is taking place. There are many unknown facts yet to be understood
- Depending on why this change is occurring, this could either be an F reorganization (nontaxable) or it could be a taxable event. However, this late in the game, it is more likely than not a taxable event. There is no documentation reflecting the planning and reason for the change which could impact the decision.
- Liquidating an S corporation is a taxable event. It is deemed as if all assets are sold at FMV and the gain is then taxed at the shareholder level. Generally not the result a taxpayer wants, but possibly ok depending on the assets in the S corporation.
- You need to meet with a tax professional and explain the facts, reason for wanting the change, explain what you have done at the state level and I am sure more questions will arise. And only having a couple of days to arrange this discussion is not a lot of time; especially if the tax professional has many pass-through entities on extension.
*A reminder that posts in a forum such as this do not constitute tax advice.
Also keep in mind the date of replies, as tax law changes.
