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Mei Zhang

Can I abandon an unused C corp with bank transactions and file as Schedule C instead?

I'm in a bit of a pickle with a business structure decision. Back in 2022, I set up a C corporation for my small business venture. I filed an extension for the 1120 return, but haven't actually filed the corporate tax return yet. Now I'm thinking I'd really prefer to just operate as a sole proprietorship and file everything on Schedule C instead. The thing is, I did use the corporation's bank account for some business transactions throughout the year. There were deposits and expenses flowing through that account, even though I never formally filed any 1120 returns for the corporation. Since I never officially filed a corporate tax return, just the extension, can I simply disregard the C corp structure at this point and report all the income and expenses on my personal return as a Schedule C business? Or does the fact that I used the corporation's bank account mean I'm stuck with the C corp classification and need to file the 1120? I really don't want to deal with the corporate tax complexity if I can avoid it, especially since the business is still small. Any insight would be really helpful!

This is tricky territory that could cause problems down the road if not handled correctly. Once you've formed a C corporation with your state and obtained an EIN, the IRS considers it a separate legal entity. The fact that transactions went through the corporation's bank account is significant - this shows the corporation was operating, even if minimally. Unfortunately, you can't simply "ignore" the corporation's existence at this point. Since business was conducted through the corporate bank account, you should file the required 1120 return. Missing corporate returns can result in penalties of $435 per month (up to 12 months). To properly switch to a sole proprietorship, you would need to formally dissolve the corporation with your state and distribute any assets to yourself (which may have tax consequences). For the future business, you could then operate as a sole proprietorship and use Schedule C.

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Thanks for the response! Just to be clear - if I file the C corp return now for 2022, can I dissolve it right after and then operate as a sole prop for 2023 forward? Or am I stuck with this corporate structure forever now that I've used it?

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You can absolutely file the C corporation return for 2022 and then properly dissolve the corporation afterward. This would allow you to operate as a sole proprietorship for 2023 forward. After filing the required 1120 return, you'll need to formally dissolve the corporation with your state (procedures vary by state) and file a final 1120 marking it as your final return. Be aware that if there are appreciated assets in the corporation, distributing them to yourself could trigger taxation as the assets are deemed sold at fair market value upon distribution.

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CosmicCaptain

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I've never heard of this tool. Does it actually file the forms for you or just tell you what to do? I'm in a similar situation but for a different type of entity.

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CosmicCaptain

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Dmitry Petrov

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It works by using technology to navigate the IRS phone system for you. Basically, they have software that waits on hold in your place, and when an actual IRS agent picks up, they call you to connect you directly with the agent. You don't have to stay on hold yourself. They're not doing anything magical - they're just automating the hold process and doing the waiting for you. It's completely legitimate and I was skeptical too until I tried it. When the IRS called me back, it was definitely a real IRS agent who had access to all my tax information once I verified my identity with them. The same verification questions you'd normally get when calling them directly.

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Dmitry Petrov

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Ok I need to admit I was totally wrong about that Claimyr service. After my skeptical comment last week, I decided to try it anyway because I was desperate to talk to someone at the IRS about my C corp dissolution. The service actually worked exactly as described. I got a call back from a real IRS agent in about 90 minutes. The agent confirmed I needed to file my 1120 for the period the corporation was active, then file a final return checking the "final return" box, along with filing dissolution paperwork with my state. They also gave me specific guidance on how to report the bank account transactions. Saved me days of frustration and probably some penalties too. Sometimes it's worth admitting when you're wrong!

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StarSurfer

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Be careful about just ignoring the C corp. I tried doing this exact thing with an S corp I formed but never used (or so I thought). Years later I got massive penalties for unfiled returns. The IRS doesn't care that "you didn't really use it" - once it exists legally, you have filing requirements. Do things properly - file the required C corp return(s), formally dissolve it with your state, and then start fresh as a sole proprietorship. Yes it's annoying and costs some money now, but way less than dealing with penalties later.

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Mei Zhang

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Thanks for this warning. Can I ask how much the penalties ended up being in your case? And did you eventually have to file all the back returns anyway?

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StarSurfer

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The penalties were brutal - about $5,200 for just two years of unfiled S corp returns. They hit you with $435 per month for up to 12 months per unfiled return. And yes, I still had to file all the back returns anyway, plus pay a CPA to help me sort through the mess. The worst part was reconstructing records from years ago. All told it probably cost me close to $8,000 including penalties, professional fees, and state filing costs to clean it all up. Definitely take care of this now while everything is still fresh and you have all your records easily available.

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Ava Martinez

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One thing nobody's mentioned yet - if your LLC is taxed as a C corp but you personally paid for business expenses out of your own pocket, you might be able to get reimbursed tax-free by the corporation. Or the corporation can recognize those as capital contributions. Just something to consider when filing that 1120. Talk to a tax pro about the best way to handle any "mixed" transactions where personal and business funds got commingled.

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Miguel Castro

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Great point! I was wondering about this because I have the opposite situation - I paid some personal expenses from my business account. How would that be handled on the corporate return?

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