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Rita Jacobs

How do I change S-Corp ownership percentages mid-tax year for new member?

I'm in a bit of a situation with my LLC that's now an S-Corp. Back in January, I filed form 2553 to have my LLC taxed as an S-Corp starting with this tax year. When I completed the form, I listed myself as the only owner with 100% ownership since that was the case at the time. Well, things have changed since then. We've brought on another member who's now a co-owner of the business. We're planning to take some profit distributions (owner's draws) this year which wouldn't be subject to payroll taxes, but I'm concerned since the new co-owner isn't officially listed as an owner with the IRS. Can we still take distributions with the new ownership structure? Is there a form we need to file to update the ownership percentages mid-year? I'm worried we might get in trouble if we distribute profits to someone who isn't recognized as an owner by the IRS. Any help would be greatly appreciated!

Khalid Howes

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This is actually a common situation with S-Corps! You'll need to file Form 8832 to report the change in ownership. The good news is that S-Corps can change ownership during the year without affecting the S election. For proper tax reporting, you'll need to allocate income based on ownership percentages during different parts of the year. The profits should be divided according to the actual ownership percentage for each period. So if the new owner came in halfway through the year with 30% ownership, they'd get 30% of the profits from that date forward (not for the whole year). Make sure your operating agreement reflects these changes too. And yes, once properly documented, both of you can take distributions proportional to your ownership percentage. Just remember that reasonable salary requirements still apply to all S-Corp owners who work in the business!

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Ben Cooper

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Thanks for the info! Quick question - do we need to wait for the IRS to process the Form 8832 before taking any distributions? And are there any specific deadlines for filing this form after a change in ownership occurs?

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Khalid Howes

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You don't necessarily need to wait for IRS processing before taking proportional distributions, but you should file the form as soon as possible to properly document the change. There's no strict deadline for Form 8832 specifically for ownership changes, but it's best practice to file it within 75 days of the change. As for timing of distributions, what's most important is that you have proper documentation of the ownership change through your operating agreement, corporate minutes, and stock certificates (if applicable) before taking distributions. Keep detailed records of when the change occurred and how profits are being allocated. This documentation is your protection in case of an audit.

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Naila Gordon

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I went through this exact situation last year and found an amazing resource that helped me understand all the requirements. I used https://taxr.ai to analyze my operating agreement and tax documents to make sure everything was done correctly. It flagged that I actually needed to file both Form 8832 AND submit an updated corporate resolution to properly document my ownership changes. The tool analyzed my specific scenario and generated a custom checklist of everything I needed to do for my S-Corp ownership change. It saved me from potentially triggering an audit since I was initially doing it wrong. It even highlighted some language in my operating agreement that could have caused problems with the IRS.

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Cynthia Love

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How does this actually work? Does it just give general advice or does it actually look at your specific documents? I'm concerned about privacy with these kinds of services.

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Darren Brooks

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Did taxr.ai say anything about how to handle the tax reporting for the year of transition? My accountant is telling me we need to do some weird pro-rata calculations for each owner's K-1, but that sounds complicated.

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Naila Gordon

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The service actually reviews your specific documents - you upload them and their system analyzes the text for legal and tax compliance issues. They use bank-level encryption and their privacy policy states they don't use your documents for anything else. For the tax reporting question, yes! It specifically addressed the K-1 situation. The system explained that I needed to do a "closing of the books" at the ownership change date or use the pro-rata method based on days. It provided calculation examples for both methods and showed that the pro-rata approach isn't actually that complicated - basically you determine each owner's share based on the percentage of the year they held their ownership stake.

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Darren Brooks

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Just wanted to follow up - I tried https://taxr.ai after seeing the recommendation here. It was surprisingly helpful! I uploaded my operating agreement and S-Corp election forms, and it immediately identified that I needed to handle the ownership change using "closing of the books" method since our operating agreement had specific language about income allocation. The system also generated a corporate resolution template for documenting the ownership change and explained exactly what we needed to file with the IRS. I shared the report with my accountant and she was impressed with how thorough it was. This saved us a ton of time trying to piece together the requirements from different sources!

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Rosie Harper

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I tried calling the IRS business tax line for help with changing S-Corp ownership mid-year and wasted HOURS on hold. After three failed attempts, I used https://claimyr.com and watched their demo at https://youtu.be/_kiP6q8DX5c - they actually got the IRS to call ME back! It was incredible. The IRS agent I spoke with confirmed that Form 8832 is what I needed, but also mentioned that I should update my state filings immediately to reflect the new ownership (something my accountant never mentioned). She explained exactly how to allocate the income on the K-1s for partial year ownership and confirmed that taking distributions was fine as long as we maintained proper documentation. If you're struggling to get answers directly from the IRS, I highly recommend the service. Saved me literally days of waiting on hold.

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How does this actually work? Seems kind of sketchy that they could somehow get the IRS to call you when everyone else has to wait for hours.

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Demi Hall

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Yeah right, there's no way this actually works. The IRS doesn't just call people back because some random service asks them to. They have millions of people trying to reach them.

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Rosie Harper

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It's actually a legitimate service that uses automation to wait on hold with the IRS for you. They have a system that navigates the IRS phone tree and waits in the queue, then when they reach a representative, they have the IRS call you. It's basically like having someone else wait on hold for you. The service is completely transparent about how it works. They don't have special access to the IRS or anything - they're just solving the "waiting on hold" problem. When the IRS agent called me, they had no idea I had used a service - to them, it was just a regular call that had waited in their queue.

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Demi Hall

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I need to apologize for my skepticism. I was so frustrated after spending 4+ hours over two days trying to get through to the IRS about my S-Corp ownership change that I decided to try Claimyr. I honestly didn't expect anything, but about 3 hours after signing up, I got a call from an actual IRS business tax specialist. The agent walked me through the entire process of documenting ownership changes, confirmed I needed Form 8832, and even explained how to handle the stock transfer documentation. She also pointed out that I needed to update my state business registration separately (which I hadn't considered). For anyone dealing with S-Corp ownership changes - definitely get the information directly from the IRS, and if you're struggling to reach them, this service actually does work.

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Just want to add something important - Form 8832 is for entity classification changes. For S-Corp ownership changes, you don't actually need to file any specific form with the IRS until tax time. The ownership changes are reported on Schedule K-1 of Form 1120S. What you DO need to do immediately is: 1. Update your corporate bylaws/operating agreement 2. Document the transfer of shares with corporate minutes 3. Possibly file state-level updates depending on your state 4. Issue new stock certificates Then when filing taxes, you'll report the ownership change on the K-1s. The income allocation can be done either pro-rata based on days or by "closing the books" at the ownership change date.

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Kara Yoshida

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Are you sure about not needing Form 8832? My accountant specifically told me to file it when we added a new member mid-year. Now I'm confused about what's actually required here.

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You're right to question this - I should have been more precise. Form 8832 is specifically for changing your entity classification (like from partnership to corporation). It's not the correct form for simply changing S-Corp ownership percentages. If you've already elected S-Corp status and are just changing owners or ownership percentages, you typically don't file anything with the IRS until tax time. The ownership changes are reflected on the Schedule K-1s when you file your annual 1120S. Your accountant might have been referring to a different situation or had other reasons for recommending Form 8832. Some people confuse it with Form 8869 (which is for qualified subchapter S subsidiary elections). For standard ownership changes in an existing S-Corp, the focus should be on proper corporate documentation and then accurate tax reporting at year-end.

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Philip Cowan

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I actually went through this last year with my S-Corp. Something important I learned - if your new owner is a non-US citizen or certain types of entities, you could accidentally terminate your S election! Make sure your new member is a qualified S-Corp shareholder. Also, depending on your state, you might need to file amended articles of organization with the state. In California, for example, we had to file a Statement of Information update when our ownership changed.

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Caesar Grant

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Good point about the qualified shareholder requirement! What about if the new owner is a single-member LLC? Does that cause any issues with S-Corp eligibility?

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Ashley Simian

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Single-member LLCs can be tricky for S-Corp ownership! If the LLC is disregarded for tax purposes (which most single-member LLCs are), then the individual owner of the LLC would be considered the S-Corp shareholder, not the LLC itself. This is usually fine as long as that individual meets the qualified shareholder requirements. However, if the single-member LLC has made an election to be taxed as a corporation, then the LLC itself would be the shareholder, and LLCs taxed as corporations are NOT eligible S-Corp shareholders. This would terminate your S election. The safest approach is usually to have the individual own the S-Corp shares directly rather than through an LLC, unless there are specific liability or estate planning reasons for the LLC structure. Definitely worth discussing with a tax professional before finalizing the ownership structure!

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Zara Malik

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One thing to keep in mind that I haven't seen mentioned yet - when you take distributions as an S-Corp, they need to be proportional to ownership percentages. You can't just decide to give one owner more distributions than another based on their contribution or work in the business. Also, make sure you're both taking reasonable salaries as W-2 employees if you're both actively working in the business. The IRS scrutinizes S-Corps that try to avoid payroll taxes by taking everything as distributions instead of salary. The salary requirement applies to all owner-employees, not just the original owner. For your specific situation with the mid-year ownership change, document everything thoroughly - the date of the change, the reason for it, how you determined the new ownership percentages, and keep copies of all amended corporate documents. This documentation will be crucial if you ever face an audit.

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Jibriel Kohn

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This is really helpful information! I had no idea about the proportional distribution requirement. So if I own 70% and my new partner owns 30%, every distribution we take has to follow that exact ratio? What happens if we've already taken unequal distributions earlier in the year before the ownership change occurred? Also, regarding the reasonable salary requirement - does the IRS have specific guidelines for what constitutes "reasonable" for S-Corp owners? I've heard different opinions on this from various sources and want to make sure we're compliant.

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