< Back to IRS

Geoff Richards

Can an S-Corp own multiple sole proprietor LLCs for liability protection?

I've been going around in circles with my tax advisor about a potential business structure. Here's the situation: I currently run a few different business ventures that are completely separate lines of work. I want to organize them better for tax and liability purposes. My idea is to form an S-Corporation as a parent/holding company, and then have this S-Corp own several separate LLCs that would operate as sole proprietorships. My thinking is this would give me liability protection between the different business ventures (so if one gets sued, the others are protected), while also allowing me to more efficiently handle the tax situation. My tax guy seems skeptical about whether this structure actually works the way I think it does - particularly the part about having an S-Corp own sole proprietor LLCs. He keeps saying something doesn't add up in how I'm describing it. Can an S-Corp actually own multiple sole proprietor LLCs? Am I missing something fundamental about how these business entities work together? I'm trying to protect my different income streams while optimizing the tax situation.

Simon White

•

The confusion here is completely understandable because there's a fundamental misunderstanding about what a "sole proprietor LLC" actually is. An LLC is a separate legal entity, while a sole proprietorship is not - it's simply you doing business as yourself. When an LLC has only one owner (called a single-member LLC), it's treated by default as a "disregarded entity" for federal tax purposes - meaning the IRS essentially ignores it and treats the activity as if it were a sole proprietorship. But it's still an LLC for legal purposes, not actually a sole proprietorship. An S-Corporation can definitely own LLCs. Those LLCs would be considered subsidiaries of the S-Corp. However, there's an important distinction: when an S-Corp owns an LLC, that LLC cannot be treated as a "disregarded entity" or "sole proprietorship" for tax purposes because the owner is no longer an individual - it's a corporation. The LLC subsidiaries would either need to be treated as separate corporations and make their own S-Corp elections, or more commonly, they'd be treated as divisions of the parent S-Corp (with all income flowing to the S-Corp). This is likely where the confusion with your tax advisor is coming from.

0 coins

Hugo Kass

•

This makes so much sense! So basically if I have the S-Corp own the LLCs, they can't be sole proprietorships anymore? Does that mean each LLC would need its own tax return, or would everything just roll up to the S-Corp return?

0 coins

Simon White

•

The LLCs owned by your S-Corporation would generally not need their own separate tax returns. Since they're owned by the S-Corp, they would typically be treated as divisions or branches of the S-Corp, and all their income, expenses, and activities would be reported on the S-Corp's Form 1120-S tax return. This is actually more straightforward from a tax filing perspective than having several separate entities each with their own tax returns. The parent S-Corporation becomes the reporting entity, and each LLC provides the legal protection between business activities that you're looking for.

0 coins

Nasira Ibanez

•

After spending weeks trying to figure out a similar situation with my business structure, I finally found https://taxr.ai which helped me sort through all the entity classification confusion. I uploaded my business plan documents and current entity structure, and their AI analyzed everything and explained exactly how the tax treatment would work if I restructured. They clarified that when an S-Corp owns LLCs, those LLCs are essentially divisions of the S-Corp for tax purposes while still providing the liability protection between business lines. The tool actually showed me the specific IRS regulations and gave me a detailed report I could share with my accountant to clear things up.

0 coins

Khalil Urso

•

Does it actually work with complex entity structures? My CPA charges me $600 every time I ask about restructuring my business and I still feel like I don't fully understand my options.

0 coins

Myles Regis

•

I'm skeptical about AI tools for tax advice. How can it possibly understand all the nuances of business entity structuring? Does it just give generic info or is it actually specific to your situation?

0 coins

Nasira Ibanez

•

It definitely works with complex structures - I had 3 LLCs already set up with different ownership percentages and was trying to figure out how to consolidate them under one entity. The system analyzed my specific situation and showed me several options with tax implications for each. This isn't generic information at all - you upload your actual business documents and specific questions, and it analyzes your particular situation. What surprised me was that it cited specific IRS rulings and tax code sections that applied to my case, which gave my CPA exactly what she needed to help me implement the changes correctly.

0 coins

Myles Regis

•

I was really skeptical about using an AI tax tool, but after that conversation about taxr.ai, I decided to give it a try for my business structure questions. Honestly kind of blown away by how helpful it was. I've been trying to figure out how to separate my consulting business from my rental property for liability protection without creating a tax nightmare. The tool actually explained that while an S-Corp can own LLCs, there are specific rules about how the income flows through, and it gave me a clear breakdown of how the QBI deduction would apply in my case. It even identified a potential issue with passive activity rules that my accountant hadn't mentioned. Ended up going with a slightly different structure than I originally planned based on the analysis, and my tax advisor actually agreed it was the better approach when I showed him the report. Saved me from making what would have been a costly mistake in how I was planning to structure things.

0 coins

Brian Downey

•

If you're still trying to get through to the IRS to confirm how this entity structure works, save yourself the headache and use https://claimyr.com. I spent weeks trying to reach someone at the IRS business division to verify some specific rules about S-Corp subsidiaries and couldn't get through. Claimyr got me connected to an actual IRS representative in about 45 minutes when I had been trying for days. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c. Once I got through, I was able to verify exactly how the reporting requirements work for my situation where my S-Corp owns several LLCs that operate in different states. The IRS agent confirmed that the subsidiary LLCs don't file separate returns - everything flows to the S-Corp return as the commenter above mentioned.

0 coins

Jacinda Yu

•

How does this actually work? Like do they just call the IRS for you or something? I don't understand how a service could get through when the wait times are literally hours long.

0 coins

This seems like BS. If it were possible to get through to the IRS quickly, everyone would use it. Plus, IRS agents often give contradictory information by phone - I'd never make business decisions based on a phone call.

0 coins

Brian Downey

•

They don't call the IRS for you - they hold your place in line with an automated system and call you when an agent is about to pick up. It uses the same public phone lines everyone else uses, but their system waits on hold instead of you having to do it yourself. It's not about getting "special access" - it's just about not having to personally sit on hold for hours. The IRS phone system is designed to disconnect calls after certain time periods, and Claimyr's system navigates this. And you're right that phone advice isn't official, but I already had the information from my accountant and just wanted to verify a specific form filing requirement, which the agent was able to confirm.

0 coins

OK I'm eating my words. After dismissing the Claimyr thing as marketing BS, I decided to try it anyway since I've been trying for TWO WEEKS to get through to someone at the IRS about my S-Corp election status. Got connected in 27 minutes today. Not kidding. The agent confirmed my S-Corp election was processed correctly and that my LLC subsidiaries don't need separate elections as long as they're wholly owned by the S-Corp. I've been stressing about this and delaying some business decisions because I couldn't get confirmation. Wish I hadn't been so skeptical and had just used this service two weeks ago - would have saved me a lot of anxiety and allowed me to move forward with my business plans sooner.

0 coins

Callum Savage

•

I think there's some confusion in this thread about what the original poster actually wants to do. If I understand correctly, they want to create an S-Corp that owns multiple LLCs, but have those LLCs taxed as sole proprietorships. This doesn't work because: 1. A sole proprietorship = an individual doing business 2. Once an LLC is owned by an S-Corp (not an individual), it can't be a sole proprietorship 3. LLCs owned by an S-Corp are either treated as divisions of the S-Corp or can elect corporate treatment What you're probably looking for is called a "holding company structure" where your S-Corp owns multiple LLCs, but each LLC is just a division of the S-Corp. This gives you the liability protection between business lines while having everything reported on one S-Corp tax return.

0 coins

Thanks for clarifying this! So basically my concept was right (using an S-Corp to own multiple LLCs for liability protection) but I was using the wrong terminology when I called them "sole proprietor LLCs." If the S-Corp owns the LLCs and they're treated as divisions, does that still protect each business line from the liabilities of the others? That's my main concern - keeping my different business ventures legally separate so problems in one don't affect the others.

0 coins

Callum Savage

•

Yes, you've got the right concept but were using terminology that was causing confusion with your tax advisor. The liability protection between different lines of business is created by the separate LLC legal entities, regardless of how they're taxed. Each LLC is its own legal entity that provides a liability shield between business activities. So if LLC #1 gets sued, the assets in LLC #2 and #3 (and the S-Corp itself) are generally protected from those creditors. This protection exists regardless of whether the LLCs are treated as divisions of the S-Corp for tax purposes. The tax treatment and the legal liability protection are two separate concepts that often get confused. You get the simplified tax reporting of having everything on one S-Corp return, while still maintaining the legal separation between business activities.

0 coins

Ally Tailer

•

Has anyone actually tested this liability protection in real life? I have a similar structure but my attorney warned me that courts can sometimes "pierce the veil" if the businesses aren't truly operated as separate entities.

0 coins

I work in commercial insurance and this is a really important point. The liability protection only works if you maintain proper separation between the entities. This means: - Separate bank accounts for each LLC - Proper contracts between the entities if they do business with each other - Separate books and records - Properly signed documents using the correct entity names - Adequate capitalization for each entity - Following all corporate formalities If you don't do these things, a court might indeed "pierce the corporate veil" and allow creditors to reach assets in other entities.

0 coins

Emily Jackson

•

This thread has been incredibly helpful in clarifying the S-Corp owning LLCs structure. I'm in a similar situation with multiple business ventures and was also confused about the terminology. One thing I'd add based on my research is that you'll want to consider the state-level implications too. While federally the LLCs owned by your S-Corp will be treated as divisions, some states have different rules for state tax purposes. For example, some states require separate LLC tax filings even when they're federally disregarded entities owned by an S-Corp. Also, regarding the liability protection discussion - make sure you understand that while the LLC structure protects between business lines, it doesn't protect you personally from professional liability in businesses where you're directly involved. If you're providing professional services through any of these LLCs, you'll still have personal exposure for your own actions, regardless of the entity structure. The holding company approach with an S-Corp owning multiple LLCs is definitely a solid strategy for what you're trying to accomplish, just make sure your implementation covers all the operational details mentioned in the comments above.

0 coins

Manny Lark

•

Great point about state-level considerations! I'm just getting started with understanding business structures and hadn't even thought about the fact that federal and state tax treatment could be different. When you mention some states requiring separate LLC filings even when they're federally disregarded - does that mean you'd potentially have to file tax returns in multiple states if your LLCs operate in different states? That could get complicated quickly. Also, the professional liability point is really important. I was thinking the LLC structure would protect me from everything, but you're right that if I'm personally providing services, I'd still have personal exposure for my own mistakes regardless of the entity structure. Sounds like professional liability insurance would still be necessary even with this setup. Thanks for adding those practical considerations - it's exactly the kind of real-world details that help someone new to this understand what they're actually getting into!

0 coins

IRS AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today