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Best Answer Click here
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Liquidate and Dissolve the corporation. Taxwise, all assets are deemed distributed at FMV. S Corp reports the gain, which flows through on the K-1.
The more I know the more I don’t know.
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To revoke a Subchapter S election/small business election that was made on Form 2553, submit a statement of revocation to the service center where you file your annual return.
The statement should state:
- The corporation revokes the election made under Section 1362(a)
- Name of the shareholder(s),
- Address of the shareholder(s),
- Taxpayer identification number of the shareholder(s),
- The number of shares of stock owned by the shareholder(s),
- The date (or dates) on which the stock was acquired
- The date on which the shareholder's taxable year ends
- The name of the S corporation
- The S corporation's EIN
- The election to which the shareholder(s) revokes
- The statement must be signed by the shareholder(s) under penalties of perjury
- Signature and consent of shareholder(s) who collectively own more than 50% of the number of issued and outstanding stock of the corporation, (whether voting or non-voting)
- Indication of the effective date of the revocation (or prospective date)
- Signature of person authorized to sign return
Due Date of Revocation:
- If revoking effective the first day of the tax year, the revocation is due by the 16th day of the third month of the tax year,
- If revoking effective any day other than the first day of the tax year, the revocation must be received by IRS by the requested effective date.
- For example, the S corporation is on a December 31 tax year ending and requests a revocation effective Jan. 1st, the revocation is due March 15th.
- The S corporation is on a December 31 tax year ending and requests a revocation effective Feb. 14th, the revocation is due Feb. 14th.
https://www.irs.gov/forms-pubs/revoking-a-subchapter-s-election
If you don't want to kill the corporation. Sometimes there is a good reason for C being better than S. For example, a client wanted to keep his AGI lower so that less of his Social Security would be taxed. That was before corporate rates on lower incomes were raised.
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So of the two answers from @sjrcpa and @BobKamman which is the best course to take. @sjrcpa method creates gain from dissolving corporation and liquidating assets. How are assets treated when revoking S-corp election per @BobKamman instructions? I'm curious to further my knowledge base. I have limited experience with S-corps and so far any that have ceased were sales.
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Best is relative. Bob's results in a C corporation with the assets and liabilities of the former S Corporation.
Mine results in no corporation and assets and liabilities in the hands of the former owner who can report on Sch C which is what OP thinks he wants.
The more I know the more I don’t know.
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Me again. If this was originally a single member LLC that elected S-Corp treatment then wouldn't @BobKamman method be the best? Assets would move from SCorp to LLC without reporting any gain - correct.
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When you revoke the S election, you are a C Corporation for tax purposes. The LLC originally made an election to be taxed as a corporation and as an S corporation.
The more I know the more I don’t know.
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Thank you.
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Definitely not a "one size fits all" situation. But why does the client want to discontinue corporate form -- accountant is charging too much for income tax and payroll returns?
I used to have an office neighbor CPA who for years got away with putting all his clients on zero payroll, all K-1 distributions. I wonder now how they feel about the size of their Social Security checks. But if someone with $80K income wants to avoid payroll taxes on the last $20K, that $3,000+ savings can go a long way to return preparation fees.
Another client, starting a new contracting business, went to community college classes taught by a CPA who stressed that everyone should elect S status. That was before they met me. They were putting all the profits back in the business, but paying tax on them at a 35% rate because of the wife's healthy W-2 income, instead of 15% lower corporate rate. Their IRS problems led to their eventual bankruptcy.