Amending an LLC with the State

If the following is changed, it must be amended with the State:

• Name of LLC;
• Doing Business As (DBA);
• Registered Agent;
• Principal Place of Business; or
• Mailing Address.

State Amendment Forms

When amending an LLC with the State, it is required to use the following State-issued amendment forms:

Amending an LLC with the IRS

If changing the tax status of an LLC, the member(s) will have to file the respective form with the Internal Revenue Service (IRS):

Changing an LLC to a Partnership

If the members of the LLC did not file any IRS documents to file as an S-Corp or C-Corp, then the entity is already being taxed as a partnership by default.

Changing an LLC to an S-Corp

The following must be submitted to the IRS:

• IRS Form 8832 to request to be taxed as a corporation and, after successful filing,
• IRS Form 2533 to elect being taxed as an S-Corp.

To qualify, an LLC must file both forms within seventy-five (75) days of opening the LLC or by March 15 to be taxed as an S-Corp for that year.

After filing with the IRS, the members will be converted to stockholders with their ownership interest being reflected either through newly drafted corporate bylaws or by issuing stock certificates.

There are no forms that need to be filed with the State since it remains to be a pass-through entity.

Changing an LLC to a C-Corp

There are three (3) ways to convert an LLC to a C-Corp with the State:

1. Statutory (State) Conversion

Not available in every state, and involves using State provided forms to convert the LLC into a corporation. This will commonly require the State’s conversion form to be attached to articles of incorporation using the same process for creating a new corporation.

2. Statutory (State) Merger

Involves filing a new corporation and “merging” the LLC with it by using a State issued merger form. This process is recommended for States that do not have a formal conversion plan setup. The old LLC will be dissolved (terminated) and is a more complicated process.

Like any new entity, the corporation will need to file for a new EIN, create corporate bylaws, hold annual board meetings, and issue stock to the members (who now become “shareholders”).

3. Non-Statutory Merger

This is the most involved of the methods of converting an LLC into a C-corp, but it does not require an enabling state statute to pull it off.

1. The first step is to file with the relevant state agency to create the new corporation.
2. The LLC would then decide to transfer all of its assets to the newly formed corporation.
3. Whoever is empowered in the newly formed corporation would then give ownership of these assets to those who controlled the LLC.
4. Finally, the LLC directors would file to dissolve it.

Because there are multiple steps in which potentially significant assets are only loosely under the control of the LLC’s directors, and because of the risk of inadvertently running afoul of other business organization regulations, this will almost certainly require the assistance of an attorney.