Based in Sydney, Australia, Foundry is a blog by Rebecca Thao. Her posts explore modern architecture through photos and quotes by influential architects, engineers, and artists.

How Expensive and Complicated Is It to Change an LLC or S-Corp to a C-Corp?

Converting from an LLC to a C-Corp is relatively less complicated and less expensive than changing from an S-Corp to C-Corp. The emphasis is on ‘relative’ since both conversions involved legal and tax implications. You’ll, therefore, definitely want to engage a knowledgeable corporate attorney and a reliable accountant or tax lawyer.

On that tax front, LLCs and S-Corps are both pass-through entities with shareholders/members paying tax only once as owners. S-Corps, however, are more tricky and usually require more legal work (e.g., for converting and characterizing assets) than do LLCs that are shifting to C-Corp status. You can read more about how the IRS treats LLCshere.

In particular, the IRS scrutinizes how interests and assets are transferred between entities. The three chief methods are “”Interests-Over-Conversion,” “Assets-Over-Conversion,” and “Assets-Up-Conversion.” You can read more about those characterizations here. While generally there are minimal adverse tax consequences associated with converting from an LLC to C-Corp, there can be some burdens such as those discussed here.

On the legal front, the complexity of the legal work and filings required largely depends on the state you’re currently incorporated in and the state where the new entity will be formed. If they’re the same state, that will certainly help to streamline legal work to some extent. State laws typically fall in one of three buckets regarding corporate structure conversions: (1) nonstatutory conversion; (2) statutory conversion; and (3) statutory merger.

Again, conversions involving S-Corps invariably involve some extra steps and therefore demand extra caution. 

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