alexTT
New Member

Convert LLC (s corp tax election) to C Corp

Hi Guys, have some questions here.  

 

My company is a music publishing business and i am building a tech platform to automate/scale.  I am currently organized as a Delaware based LLC with S corp tax election (solo member LLC), but living in Florida.  I know that i need to file foreign registration with Delaware to do business in Florida, and i haven't done that yet. 

 

For 2024, I plan to pay taxes as S corp (have paid myself a salary through gusto), and then i'll take the additional profits as a k1.  

 

For 2025 and going forward, I think I want to convert to my business from an LLC (s corp) to a C corp for the QSBS $10m gain exclusion, and to potentially take on investors.    I've heard that a good way to organize is to keep a personal consulting LLC (with s corp election) for myself to bill the C corp for my services. 

 

Questions: 

 

1) Given my scenario, is my thinking to switch to a C corp and organizing my business like this a good idea?  

2) If i proceed, should i switch to from LLC to C corp first, and then file as a foreign entity in Florida?  

3) If i proceed, what are the steps to get approved with the QSBS so i don't have issues with it when i sell in 5+ years? 

4) Is there a sequence I should take in terms of notifying sos of delaware first or notifying IRS first?

5) Assuming i don't need a new EIN, but that I would then need to notify my bank of the change and fill out a new C corp w9 with all my vendors?  

 

For reference, this year my company will do approx ~2m topline revenue and 400k gross profit, but i think I could 10x easily over the next 5 years.  Currently no other employees, but i see myself hiring employees in 2025.