YOu need legal help with this.
Basically, the LLP will be closed permanently and forever. All LLP assets and inventory has to be liquidated. Generally, assets and inventory are "removed for personal use" by at least one of the partners. Then a final 1065 partnership return has to be filed with final K-1's issued to all owners. They'll need the K-1 for completing their personal 1040 tax return.
Next, a completely new business is opened. But I would suggest you not waste your time with LLC status if your desired end goal is to have an S-Corp. Remember, when an LLC files IRS Form 2553 to be "treated like an S-Corp", that election is for *TAX* *PURPOSES* *ONLY* and nothing else. So if your company is sued, it's the LLC that gets sued. For anything *outside* of taxes including all non-tax legal matters, the S-Corp does not exist.
So seek legal counsel on this and just open an S-Corp from the get-go and be done with it.
