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Level 6
January 13, 2022
Question

W-2's Filing

  • January 13, 2022
  • 14 replies
  • 58 views

I have  a client who purchased a business on 5/1/2021. She used the same EIN and LLC of the old owner.

Should the old owner and she (new owner) file SEPARATE W-2 for their employees under the same EIN and LLC but different owner name ?

Thanks for your prompt response.

Chi Hoang  

This topic has been closed for replies.

14 replies

sjrcpa
Level 15
January 13, 2022

If your client bought the LLC, your client is responsible for all tax filings for the year, including W-2s and 1099s. (Although the purchase agreement could have specified some specific things.)

If your client only bought assets, they screwed up by using the LLC's name and EIN.

The more I know the more I don’t know.
ChiHoangAuthor
Level 6
January 14, 2022

Do you mean that even though my client purchased the business on 5/1/2021, she has to file all her taxes (940, W-2, schedule C) as if she owned the business on 1/1/2021 when she used the same LLC and EIN ? 

Thanks for your response

sjrcpa
Level 15
January 14, 2022

Did she buy the LLC?

Or did she buy the assets of a business?

Either way, her Schedule C reports only the business activity for the period of time she is the owner.

But if she bought the LLC, the 1099s and W-2s and 940 are reported for the entire year and she is now the person responsible for filing them.

The more I know the more I don’t know.
IRonMaN
Level 15
January 14, 2022

Just out of curiosity, what did the 941 show for the second quarter?  The old owner and the new owner employee wages combined or did they each file their own 941s for the respective months? 

Slava Ukraini!
qbteachmt
Level 15
January 14, 2022

If your client bought a Business, but not the LLC operating it, this means all of the employees are new hires as of that cutover date. All YTD info for the employees and the employer taxes would start at 0. And this person would need to contact State agencies to become what is called a Successor Employer, to take advantage of any continuation breaks, such as if there is a worker comp rate that is better for the ongoing company that for New Employers, and the SUTA might have a provision for Successor Employer.

It's unfortunate that this is just now coming to light, because there are a lot of provisions that would not carry over to that new entity, just because it hired the same people that were working under the old employer. It's hard to know how many of the provisions were utilized, of course, and who is now responsible for addressing the issues. That can even include benefit plans.

I recommend legal counsel on this, because the old employer/owner should be brought into this discussion, too.

Don't yell at us; we're volunteers
ChiHoangAuthor
Level 6
January 14, 2022

Form 941 for the 2nd quarter was prepared for the period 4/1/2021-6/30/2021 including payroll under the old and new owner.

Thank you for all your responses. But no one answered straight to the question if I should file separately 940 and W-2's for new owner starting 5/1/2021 and one for the period 1/1/2021 - 4/30/2021 under the old owner or just file one 940 and W-2's for the whole year.

 

IRonMaN
Level 15
January 14, 2022

Each owner should be filing for the periods that they owned the business.

Slava Ukraini!