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No new EIN created when purchased a SMLLC

JJK
Level 3

My client recently bought a SMLLC and took over everything (all assets, no liability) and kept the same EIN, business name and SMLLC status.  The cut off date is 6/30/22 so my client only wants to report PL and to start new BS starting 7/1/22.  Questions

(1) Is it ok to zero out all carryover BS items and start new?  e.g. R/E and Accumulated Deprecation will be zero and Assets purchased will be entered per FMV at purchase date??

(2) Not sure if 2022 tax filing will be an issue because the new/old owners will use the same EIN and report 1/2 PL on their 1040, individually?   Can the same EIN be use twice on separate 1040 for the same tax year?

(3) Stock or Asset Sales??  There was no stock involved.  Simplify, it was a cash buy-out.  The deal is that the new owner paid a lump sum of cash to buy everything from the old owner but the new owner is only responsible for reporting operation result starting 7/1/22.

This is not a good move but this was done before the client came to me.   I am confused. Any insight is highly appreciated.  

 

 

 

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Accepted Solutions
TaxGuyBill
Level 15

I am assuming this Single Member LLC has not made an election to be taxed as a corporation ...

Is there any payroll or excise taxes?  If not, just treat it as a new business, and ignore everything that has to do with the old business.  Without payroll or excise tax, there would be no need to use the EIN of the LLC on Schedule C.

It would be treated as an asset purchase.

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2 Comments 2
TaxGuyBill
Level 15

I am assuming this Single Member LLC has not made an election to be taxed as a corporation ...

Is there any payroll or excise taxes?  If not, just treat it as a new business, and ignore everything that has to do with the old business.  Without payroll or excise tax, there would be no need to use the EIN of the LLC on Schedule C.

It would be treated as an asset purchase.

JJK
Level 3

You are correct.   Not electing for S Corp at all.  Just a passive entity.   All payrolls were cleared.   Thank you very much.

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