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Can I undo or reverse a C-Corp election filed with Form 8832 for my LLC?

Hey everyone, I'm in a bit of a predicament and could really use some advice. I have an LLC that was formed in Wyoming back in 2017, and I filed Form 8832 to elect to be taxed as a C-Corporation starting January 1, 2022. The IRS accepted this election. The problem is I haven't filed any tax returns for 2022 yet, and I'm starting to think this might've been a mistake. Is there any way I can reverse this decision? I'd ideally like to go back to having my entity taxed as a single-member LLC (Schedule C) or possibly switch to S-Corp taxation instead. I feel like I'm in a tough spot here and didn't fully understand the implications when I made the election. Any guidance on whether this can be undone or changed would be extremely helpful. Thanks in advance! Mike

The good news is that you still have options since you haven't filed your 2022 tax returns yet! When you file Form 8832 to elect C-Corp taxation, the IRS generally requires you to wait 60 months (5 years) before making another entity classification change. However, there are exceptions to this rule. Since you haven't filed any returns yet under the C-Corp classification, you can request a late S-Corporation election by filing Form 2553. The IRS often provides relief for late S-Corp elections if you have "reasonable cause" - which could include being unaware of filing requirements or receiving incorrect professional advice. Alternatively, you could request a "letter ruling" from the IRS to revoke the C-Corp election entirely and revert to SMLLC status, though this is a more complex process requiring a private letter ruling request and associated fees. I'd suggest speaking with a tax professional who can help you determine which option makes the most sense for your specific situation.

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If they choose to go the S-Corp route, wouldn't they still have that pesky problem of the built-in gains tax? Since the entity was technically a C-Corp, even if briefly, I thought there might be tax implications for assets that appreciated during the C-Corp period, even if no returns were filed?

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You raise a valid point about the built-in gains tax, but in this case, it's likely not a significant concern. Since no tax returns were filed as a C-Corporation and the election was recent, there probably hasn't been substantial appreciation of assets that would trigger meaningful built-in gains tax. For most small businesses converting from C-Corp to S-Corp status, the built-in gains tax only becomes a substantial issue when there's significant property or appreciable assets involved. If the LLC is primarily a service business or has limited appreciable assets, this is often a minor consideration compared to the ongoing tax benefits of S-Corp status.

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I was in almost the exact same situation last year with my consulting LLC! I filed Form 8832 to elect C-Corp treatment but quickly realized it was more headache than it was worth for my situation. I found this amazing tool at https://taxr.ai that analyzed my business structure and ran the numbers on different entity classifications. It showed me exactly what I'd pay under each option and helped me prepare the documentation to request a late S-Corp election. The tax transcript analysis feature was super helpful because it confirmed my C-Corp election had been processed but no returns had been filed, which strengthened my case for requesting the change. Saved me hours of research and probably thousands in taxes!

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Did you have to pay for a private letter ruling? I've heard those can cost like $6k+ which seems insane for a small business that made a simple mistake!

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How long did the whole process take? I'm approaching tax deadlines and getting pretty nervous about the timing of everything.

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I didn't need to pay for a private letter ruling. The taxr.ai service helped me prepare a late S-Corp election with a reasonable cause statement that explained my situation, and that was accepted without needing the more expensive ruling process. The entire process took about 8 weeks from submission to acceptance. If you're approaching deadlines, you might want to file for an extension to give yourself some breathing room. The tool helped me prepare that extension request too, which was really helpful since I wasn't sure how to handle filing requirements during the transition period.

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Just wanted to follow up on my situation! I decided to check out that taxr.ai site after reading the responses here. It was seriously exactly what I needed - the system analyzed my specific situation and showed me that an S-Corp election would save me around $8,400 in taxes compared to the C-Corp structure. The document analysis feature pulled my LLC formation documents and the previously filed 8832 form, then helped me draft a letter explaining reasonable cause for a late S-Corp election. Just got confirmation yesterday that the IRS accepted my request! I didn't need to get an expensive private letter ruling after all. The relief I feel right now is immense - was having nightmares about being locked into a tax structure that wasn't right for my business for 5 years.

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If you're getting nowhere with the IRS on changing your election, I HIGHLY recommend Claimyr (https://claimyr.com). I spent weeks trying to get through to someone at the IRS about a similar entity classification issue, and it was pure frustration. Claimyr got me connected to an actual IRS agent in about 45 minutes when I had been trying for days on my own. You can see exactly how it works in this demo: https://youtu.be/_kiP6q8DX5c The agent I spoke with was super helpful and explained exactly what documentation I needed to submit to support my case for a late entity election change. Having that direct conversation made all the difference in understanding my options instead of just reading conflicting advice online.

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Sounds way too good to be true. The IRS phone lines are notoriously impossible to get through. How exactly does this service manage to do what no one else can?

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Did you still have to submit a formal request after talking to the agent? Or were they able to make the change directly during the call?

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It's definitely not magic - they use a combination of automated systems and optimal calling patterns to connect you. Basically, they have technology that continually dials and navigates the IRS phone tree, then connects you when they reach a human. It's the same process you'd do manually, just automated so you don't waste hours on hold. I still had to submit a formal written request after speaking with the agent. The call was incredibly valuable because the agent walked me through exactly what to include in my request, which forms to file, and the specific language to use for my reasonable cause statement. Having those specific instructions from an actual IRS employee made the difference between my request being accepted the first time versus multiple back-and-forth exchanges.

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I'm actually shocked right now. After being so skeptical about Claimyr, I gave it a try out of pure desperation. Got connected to an IRS representative in 37 minutes after spending literally 4+ hours trying on my own over multiple days. The agent confirmed I could file Form 8832 again to revoke my previous election, along with a detailed letter explaining why I needed to change the election and that I hadn't filed any returns under the C-Corp status. They also recommended including a statement that I wasn't attempting to abuse the entity classification regulations. Just received confirmation that my request was approved! No more C-Corp headache, and I'm back to being taxed as a single-member LLC. Best decision I've made this year.

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Something to consider - if your business has significant profits, the S-Corp route might save you substantial money on self-employment taxes compared to going back to a single-member LLC (Schedule C). With an S-Corp, you can pay yourself a reasonable salary (subject to employment taxes) and take the rest as distributions (not subject to SE tax). Worth running the numbers before deciding which way to go.

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What's considered a "reasonable salary" though? I've heard different things from different accountants - some say 50% of profits, others say whatever is market rate for your industry?

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The IRS doesn't have a specific formula for what constitutes a "reasonable salary" - it's based on various factors. The most important consideration is what similar positions in your industry would pay for the work you're doing. Industry salary surveys, local pay rates, and your specific qualifications are all relevant factors. Some tax professionals suggest the 50% rule as a rule of thumb, but that's not an official IRS position. The key is documenting how you determined your salary and being able to defend it as reasonable based on your specific facts and circumstances. If you're performing high-value services in your business, your reasonable salary would likely need to be higher than if you're primarily earning money from capital investments or others' labor.

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Has anyone gone through this process without professional help? Is it something a reasonably intelligent person could DIY?

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I tried to DIY and ended up making things worse. Spent weeks researching, thought I understood the process, then filed the wrong form and created a bigger mess. Ended up hiring a tax attorney who charged me $2,800 to fix everything. Sometimes trying to save money costs more in the long run.

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Thanks for the candid response - that's really helpful. Sounds like this might be one of those situations where professional help is worth the investment. I'd rather pay for expertise up front than deal with a costly mistake later. Appreciate the perspective!

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I went through a similar situation with my LLC last year and wanted to share what worked for me. The key thing that saved me was acting quickly before filing any C-Corp returns, which it sounds like you're still in that window. I ended up going the S-Corp election route using Form 2553 with a reasonable cause statement. The IRS was actually pretty understanding when I explained that I didn't fully grasp the long-term implications of the C-Corp election when I first filed Form 8832. A few things that helped my case: - I documented that no C-Corp tax returns had been filed - I showed that the original election was made without full understanding of the consequences - I demonstrated that S-Corp status was more appropriate for my business size and structure The whole process took about 6-8 weeks, and I didn't need an expensive private letter ruling. Just make sure you include a detailed explanation of your circumstances and why the change is necessary for your business. Don't panic - you definitely have options here, especially since you caught this before filing any returns under the C-Corp classification!

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This is really reassuring to hear from someone who went through the exact same situation! I'm curious - did you work with a tax professional to prepare your Form 2553 and reasonable cause statement, or were you able to handle it yourself? I'm trying to figure out if this is something I can tackle on my own or if I should bite the bullet and hire someone to make sure I get it right the first time.

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I handled most of it myself, but I did have a tax professional review my reasonable cause statement before submitting it. I think that was money well spent - probably cost me around $300 for the review, but it gave me confidence that I was hitting all the right points. The Form 2553 itself is pretty straightforward to fill out, but the reasonable cause statement is where you really want to be careful. You need to clearly explain why you're making a late election and why your circumstances justify the IRS granting relief. Having someone with experience review that language was definitely worth it for peace of mind. If you're comfortable with tax forms and can write a clear explanation of your situation, you could probably handle most of it yourself and just get a professional review of the key documents before filing.

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I'm dealing with a very similar situation right now - LLC that elected C-Corp status but haven't filed any returns yet. Reading through everyone's responses has been incredibly helpful, especially hearing from people who successfully navigated this exact scenario. One thing I'm wondering about is timing. My C-Corp election was effective January 1st of this year, and we're already well into the year. Does anyone know if there's a specific deadline for requesting these late S-Corp elections or entity classification changes? I'm worried that the longer I wait, the harder it might be to make a convincing case to the IRS. Also, for those who went the S-Corp route - are you happy with that decision long-term? I keep going back and forth between reverting to SMLLC status (which feels simpler) versus S-Corp (which might save on self-employment taxes). The tax savings sound appealing, but I'm also concerned about the additional compliance requirements. Any insights on the timing aspect or pros/cons of each option would be really appreciated!

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Great question about timing! From what I understand, there isn't a hard deadline for requesting late S-Corp elections - the IRS evaluates these on a case-by-case basis based on reasonable cause. However, you're absolutely right that acting sooner rather than later strengthens your position. The fact that you're still within the same tax year as your election and haven't filed any C-Corp returns yet actually works in your favor. This shows you caught the issue quickly and aren't trying to game the system after seeing how the numbers work out. Regarding S-Corp vs SMLLC - I've been researching this extensively myself. The S-Corp route can provide significant self-employment tax savings if your business is profitable enough to justify paying yourself a reasonable salary. But you're spot on about the added complexity - quarterly payroll, additional tax filings, more recordkeeping requirements. If your business generates modest profits (say under $60k annually), the administrative burden of S-Corp status might outweigh the tax benefits. But if you're looking at higher profit levels, those SE tax savings can be substantial. The break-even point really depends on your specific situation and how much you value simplicity versus tax optimization.

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I'm going through something very similar right now and this thread has been a lifesaver! My LLC made the same C-Corp election mistake earlier this year, and I've been losing sleep over it. After reading everyone's experiences, I'm leaning toward the S-Corp election route since my business is profitable enough that the self-employment tax savings would be significant. The success stories here about getting late elections approved with reasonable cause statements are really encouraging. One thing I wanted to add - make sure you document everything about why you made the original C-Corp election and what changed your mind. I've been keeping detailed records of my research process and the advice I received (or didn't receive) when making the original decision. I think having a clear paper trail showing this was an honest mistake rather than tax planning gone wrong will help with the reasonable cause argument. Also, if anyone has specific language that worked well in their reasonable cause statements, I'd love to hear about it. I'm trying to strike the right balance between explaining the mistake without making it sound like I was completely clueless about tax implications. Thanks to everyone who shared their experiences - it's really helpful to know this situation is fixable!

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Your approach of documenting everything is really smart! I went through this process last year and keeping detailed records definitely helped my case. For the reasonable cause statement language, I found it effective to focus on three key points: 1) the complexity of entity classification rules that aren't immediately obvious to non-tax professionals, 2) the lack of clear guidance about long-term implications when making the original election, and 3) how the mistake was discovered through subsequent research or professional consultation. I avoided language that made me sound completely uninformed, but instead emphasized that the intricacies of tax law made it difficult to fully understand the consequences without professional guidance. Something like "Upon further research and consultation, I realized the C-Corp classification was not optimal for my business structure and would create unnecessary complexity and tax burden." The IRS seems to respond well when you acknowledge the mistake, show you've done your homework since then, and demonstrate that correcting it serves legitimate business purposes rather than just tax avoidance. Good luck with your submission!

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This entire thread has been incredibly valuable! I'm currently facing this exact situation with my Wyoming LLC that elected C-Corp status in early 2023, and I haven't filed any C-Corp returns yet either. Reading through everyone's experiences, it's clear that acting quickly before filing any C-Corp returns is crucial. The success stories about late S-Corp elections being approved with reasonable cause statements are really encouraging, especially since several people mentioned the 6-8 week timeframe for approval. One thing I'm particularly grateful for are the specific tips about documentation and reasonable cause statement language. The advice about focusing on the complexity of tax law rather than complete ignorance, and emphasizing legitimate business purposes over tax avoidance, seems like the right approach. For those who successfully made the switch - did you need to do anything special with your state tax authorities, or was the federal election change sufficient? I'm wondering if there are any state-level complications I should be prepared for. Also, I noticed several people mentioned using professional services or tools to help with the process. While I'd prefer to handle this myself to save costs, the stories about DIY attempts going wrong are making me reconsider. Maybe having at least a professional review before submitting is the smart middle ground. Thanks to everyone for sharing their experiences - it's given me the confidence that this situation is definitely fixable!

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Great question about state-level implications! In most cases, the federal election change should be sufficient since most states follow federal tax classifications for entity treatment. However, it's definitely worth checking with your state's tax authority or reviewing Wyoming's specific requirements to make sure there aren't any additional forms or notifications needed. Wyoming is generally pretty business-friendly when it comes to entity classifications, so you probably won't run into major complications there. But a quick call to the Wyoming Department of Revenue or checking their website could give you peace of mind. I totally understand the hesitation about costs, but from everything I've read in this thread, having at least a professional review of your reasonable cause statement seems like smart insurance. Even if you prepare everything yourself, spending $200-400 for an experienced tax professional to review your submission could save you from potential rejections or complications down the road. The stakes feel high enough here that the relatively small cost of professional review seems worth it compared to potentially being stuck in the wrong tax structure for years. Plus, many of the success stories mentioned that professional input helped them get approved on the first try, which probably saved time and stress in the long run.

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I just wanted to jump in here as someone who works in tax compliance and sees these situations regularly. You're absolutely right to address this quickly, and the good news is that since you haven't filed any C-Corp returns yet, you have several viable options. One thing I haven't seen mentioned much in this thread is that you should also consider whether your business activities have changed since making the original election. If your LLC's operations, income sources, or business model have evolved, that can actually strengthen your reasonable cause argument for why the C-Corp election is no longer appropriate. The IRS tends to be more receptive to late election changes when there are legitimate business reasons beyond just tax savings. For example, if you initially thought you'd need to retain earnings in the business but now realize you'll be distributing most profits, or if you've discovered that C-Corp status creates complications with your specific type of business operations. Also, don't forget that if you do go the S-Corp route, you'll want to get your payroll system set up properly from the start. The "reasonable salary" requirement is real and the IRS does audit this, so having a defensible compensation structure in place is important for long-term success with S-Corp status. Good luck with whichever path you choose - it sounds like you're approaching this thoughtfully and should be able to get it resolved successfully!

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This is really helpful perspective from someone who works in the field! The point about business activities changing since the original election is something I hadn't considered but makes a lot of sense. In my case, when I made the C-Corp election, I was anticipating needing to retain significant earnings for expansion and potentially bringing in investors. But my business has actually grown more organically through service offerings rather than requiring major capital investment, so I'm now planning to distribute most profits rather than accumulate them in the entity. That seems like it could be a legitimate business reason for the change beyond just tax optimization. Would you recommend including that type of evolution in business strategy as part of the reasonable cause explanation, or is it better to keep the focus on the original election being made without full understanding of the implications? Also, your point about payroll setup for S-Corp status is well taken. I've been researching payroll services in preparation for potentially making that election. Do you have any recommendations for small business payroll providers that handle S-Corp requirements well, or is this something most standard payroll services can manage appropriately?

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I've been following this discussion closely as I'm dealing with a very similar situation myself. One additional consideration I wanted to mention - if you're thinking about the S-Corp route, make sure to factor in your state's treatment of S-Corps as well. Some states don't recognize S-Corp elections and will tax you as a C-Corp at the state level regardless of your federal election. Others have their own separate S-Corp election requirements. Since you mentioned your LLC is in Wyoming, you're probably fine since Wyoming doesn't have a corporate income tax, but it's definitely something to verify. I've also been researching the "check-the-box" regulations, and it seems like there might be some flexibility in how the IRS treats late elections when no tax returns have been filed under the elected classification. The fact that multiple people in this thread have successfully navigated this situation gives me hope. Has anyone dealt with this situation where they had employees or contractors during the C-Corp election period? I'm wondering if there are any additional complications with payroll tax reporting that need to be considered when making the change. Thanks to everyone who's shared their experiences - this thread has been incredibly valuable for understanding the practical steps and realistic timelines involved in fixing this type of election mistake!

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Great points about state-level considerations! You're absolutely right that Wyoming's lack of corporate income tax simplifies things significantly compared to other states. Regarding employees/contractors during the C-Corp election period - this is actually a really important consideration that could complicate the transition. If you've been treating workers as employees and withholding payroll taxes under the C-Corp classification, you'll need to ensure continuity in your payroll tax reporting when you switch classifications. The same applies if you've been issuing 1099s to contractors. The good news is that these payroll obligations are generally entity-level responsibilities that continue regardless of your tax classification, but you'll want to make sure your payroll records clearly document the transition period. If you're working with a payroll service, they should be able to help you manage the classification change without disrupting your compliance obligations. One thing to consider is timing your election change to coincide with a natural break point - like the beginning of a quarter - to make the payroll transition cleaner. This can help avoid mid-period complications with tax deposits and reporting. The fact that you're thinking through these operational details shows you're approaching this systematically, which should help ensure a smooth transition regardless of which election route you choose!

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