Are there any tax benefits for changing C-Corp to partnership or S-Corp?

Choosing a business structure for your company is an important decision that should not be made lightly. Entrepreneurs who create and set up businesses under C-Corporation may wonder whether they should consider changing their business structure. If you are considering turning C-Corporation into a partnership or S-Corporation, it is important to understand the potential pros and cons (including possible pros and cons). Tax incentives For your small business.

Are there tax issues?

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How does C-Corporation collect taxes?

Type C companies are treated as separate legal entities for tax purposes. This means that after the applicable credits, deductions and losses have been used to offset income, the company is obliged to file tax returns regularly and pay taxes at the corporate tax rate.

Shareholders will distribute the proceeds proportionally. Then, these dividends are taxed at the personal income tax rate of each shareholder. This structure is often referred to as “double taxation” because income is taxed at both the company and individual levels.

How are partnerships and S companies taxed?

Unlike C companies, partnerships and S companies are exempt from double taxation. Instead, these types of structures are transitive entities. Income is not taxed at the company level.

S-Corporation and Partnerships must submit informative tax returns to the IRS and state and local tax authorities (if applicable). However, the company itself is not responsible for taxing the income.Individual shareholders (for S companies) or partners (for partnerships) should be taxed according to their proportion of income or their share of distribution Shareholder or partnership agreement.

It is worth noting that the owners of partnerships and S-Corporation are taxed based on their share of the company’s income-regardless of whether the income is actually distributed to the owners.

What tax benefits might be brought about by changing from a C-type company to an S-type company or partnership?

When converting a C-type company to an S-type company or partnership, the most obvious change is that the company owner can avoid double taxation of income. Depending on the company’s income and the tax class of its shareholders, this can save a lot of money.

S-Corporation can also achieve tax savings by distributing the income as dividends to shareholders, and dividends are not subject to payroll tax. However, according to the current tax law, each shareholder employee must be paid wages subject to payroll tax, and in the view of tax authorities, wages may not be too low. If the IRS thinks it is too low, they may recharacterize the dividend income as salary and impose a payroll tax on the company. Although partners are considered to be self-employed, they do not pay payroll tax and therefore must pay self-employment tax on income.

What are the potential disadvantages of converting a C company to an S company or partnership?

When converting to S-Corporation, the company may be required to levy taxes on “built-in income”, which may be generated if S-Corporation sells real estate or other assets originally held by C-Corporation and makes a profit from it. process. To avoid this tax, assets must be held by S-Corporation for at least five years after conversion before they can be sold or distributed.

Another potential disadvantage is that S-Corporation cannot pass on C-Corporation’s operating losses to its shareholders, and, depending on the accounting method selected by S-Corporation, S-Corporation’s “inherited” inventory may also be subject to taxation.

After converting to a C company, the new entity may have to pay taxes on passive investment income (such as retained earnings, rent or royalties, and interest). If the passive investment income exceeds 25% of the total income of the S company, an additional tax is required. After failing the 25% test for three consecutive years, the company will lose its S-Corporation election.

Also consider self-employment tax. The partners in a general partnership are subject to this requirement on the company’s income (whether distributed or not), while company shareholders are usually not subject to this restriction.

If you are considering switching, please consult a tax lawyer

After evaluating the options and weighing the pros and cons, it is best to convert your business structure from a C company to another type of entity. The cost of conversion may be high, but during economic downturns, when profits and revenues are suppressed, conversion may pay some fees. For some business owners, it may be more advantageous to retain their existing corporate C company structure. If you are considering changing the company’s legal entity, Ask a lawyer Seek advice on the potential pros and cons of your situation.

This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm, nor is it a substitute for a lawyer or a law firm. The law is complex and changes frequently.Seek legal advice Ask a lawyer.

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