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@TaxCat1 wrote:How can the state object? The law permits it.
At this point, I'm willing to concede everything concerning this issue, but do you firmly believe you will realize a significant amount of savings by going this route?
Recall that C corporations are not pass-through entities but are taxed as separate entities.
C corp will have pass through taxation since it will maintain its S corp election.
@TaxCat1 wrote:
C corp will have pass through taxation since it will maintain its S corp election.
Correct (and, I apologize as I forgot about your making the S election).
I still can't figure out why CA allows this because it seems like everyone would do this to circumvent paying SDI but, whatever.
This is incorrect. I just helped a client (I am a lawyer CPA) write a letter to the IRS requesting for the IRS to assign the LLC’s EIN (taxed as partnership) to the post-conversion corporation (taxed as corporation). The IRS confirmed they would reassign the EIN to the post-conversion corporation.
This is incorrect. I just helped a client (I am a lawyer CPA) write a letter to the IRS requesting for the IRS to assign the LLC’s EIN (taxed as partnership) to the post-conversion corporation (taxed as corporation). The IRS confirmed they would reassign the EIN to the post-conversion corporation.
@Raswider1 wrote:
This is incorrect.
What is incorrect? The fact that you're replying to a thread where the last post was over 5 months ago?
Again, the very first post in this thread (in pertinent part):
You will not be required to obtain a new EIN if any of the following statements are true.
This is the portion of the post that is inaccurate:
"It should be noted that there is no such thing as a "conversion" from an LLC to a corporation. In order to form a corporation, you need to file articles of incorporation with the authority in your state (typically, the secretary of state or division of corporations)."
There is such a thing as a conversion from an LLC to a corporation at the state level. After converting from an LLC to a corporation in Delaware, for example, an entity will receive a Certificate of Conversion. Because of this, the item that you pasted from the IRS website (describing that you will be required to obtain a new EIN if a corporation receives a new charter from the secretary of state) makes it sound like the person who originally posted will be required to obtain a new EIN in all instances. Perhaps that is generally true, but, as I described in my post, writing the IRS a letter and asking the IRS to reassign the EIN from the LLC to the corporation can result (it did in my client's case) in the IRS granting this request.
I wanted to respond to this post because I read it after writing the letter to the IRS asking them to re-assign the client's EIN. Because of your post (and others on a few other websites), I began doubting that the IRS would grant the reassignment of EIN request, so I almost went ahead and had the client obtain another EIN for the newly converted corporation. However, fortunately I waited and received back the letter from the IRS indicating the reassignment was accepted. I just do not want others to be led astray as well. No offense was intended by my post.
@Raswider1 wrote:
This is the portion of the post that is inaccurate:
There are statutory conversions that are available at the state level, but they are not available in all states (they happen to be available in Delaware, New York, California and several other states).
Regardless, the entire point of this thread (and the original question) is that a new EIN is not needed.
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