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Micah Franklin

How to Convert an LLC S Corp to Partnership Tax Status for 2025 Filing

I've been managing this business account for about a year now, and I'm realizing we might need to make a significant tax change. The previous owner set up our LLC to be taxed as an S Corporation about 5 years ago, but I think a partnership taxation structure would actually work better for our situation going forward. I'm not entirely sure if this conversion is even possible without completely restructuring the business. Can we simply change the tax election from S Corp to partnership? Would this just involve checking a different box on our upcoming tax return, or is there some formal process with the IRS I need to follow? Has anyone gone through something similar? I'm especially concerned about any potential tax implications or paperwork headaches this might cause. Our business structure itself works well, it's just the tax classification I'm wanting to modify. Any guidance would be super appreciated! I need to figure this out before we start preparing for the 2025 tax season.

Ella Harper

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Yes, you can definitely change from an S Corp to a partnership tax classification, but it's not just a simple checkbox on your return. What you're looking to do is technically a "revocation" of S Corp status. You'll need to file Form 8832 (Entity Classification Election) to elect to be treated as a partnership. The IRS considers this a voluntary termination of S Corp status. Keep in mind that once you revoke S status, you generally can't re-elect it for 5 years without IRS permission. There are some important tax consequences to consider. When you convert, the IRS treats it as if the S Corp distributed all its assets to the shareholders who then contributed those assets to the new partnership. This could trigger tax implications if your business has appreciated assets or built-in gains. Also, the timing matters. If you want this effective for the entire 2025 tax year, you need to file the form within the first 75 days of the tax year.

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PrinceJoe

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Thanks for the info. I'm wondering if there are any specific situations where converting from S Corp to partnership taxation would be beneficial? Our LLC has 3 members with unequal ownership, and we're considering this change too.

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Ella Harper

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The partnership structure gives you much more flexibility with profit/loss allocations among partners. With an S Corp, distributions must be exactly proportional to ownership percentages, but partnerships can have special allocations as long as they have "substantial economic effect" per IRS rules. Also, partnerships don't have the same restrictions on ownership that S Corps do. If you're planning to add owners who are non-US citizens, other corporations, or certain types of trusts, the partnership structure accommodates this while S Corps don't allow these types of owners.

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I went through something similar last year and was totally confused by all the paperwork. I ended up using taxr.ai (https://taxr.ai) to help sort through the entity classification rules. Their system analyzed our operating agreement and tax history, then explained exactly which forms we needed to file for the conversion. They even flagged some potential tax traps we hadn't considered about built-in gains. The best part was how they explained the "deemed liquidation" concept that happens with this conversion - basically showed us how to minimize any unexpected tax hits. Definitely worth checking out if you're dealing with entity classification issues.

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Owen Devar

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Did this taxr.ai thing actually work with complicated LLC stuff? My accountant charges me $400 just to discuss entity changes, so I'm skeptical about online tools handling something this complex.

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Daniel Rivera

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How long did the whole process take you from using taxr.ai to completing the conversion? Also wondering if they provide the actual forms or just tell you what to file?

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The system handled our multi-member LLC situation surprisingly well. It asked specific questions about our operating agreement terms and existing tax elections, then identified the exact regulations that applied to our situation. The entire process took about 3 weeks from when I uploaded our documents to when we filed everything with the IRS. They don't file the forms for you, but they give you completed drafts of everything you need along with filing instructions. They also provided a detailed memo explaining the tax consequences we could share with our CPA, which saved us a ton in billable hours.

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Daniel Rivera

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Just wanted to update that I tried taxr.ai for my entity conversion question and it was incredibly helpful! I was concerned about potential "step transaction" issues the IRS might question, and they provided an analysis specifically addressing that point. The document breakdown feature identified potential issues with our operating agreement that could have caused problems during the conversion. They explained exactly how to time the filing of Form 8832 to minimize tax impacts for this year. Saved me hours of research and probably thousands in accountant fees for something so specialized. Definitely worth it for anyone dealing with entity classification changes!

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If you're planning this conversion, you should know that getting someone at the IRS to verify your entity status change is almost impossible these days. I spent WEEKS trying to confirm our S corp termination was processed correctly. After 8 failed attempts calling the IRS business line, I used Claimyr (https://claimyr.com) and they got me through to an actual IRS agent in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c My call got answered by an extremely helpful business tax specialist who confirmed everything was processed correctly. Saved me months of uncertainty about whether our election was effective for 2025. This is especially important for entity changes because if there's a processing error, you could end up with the wrong tax classification for the entire year.

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Connor Rupert

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How exactly does this Claimyr thing work? I don't understand how they get through when nobody else can. Sounds fishy tbh.

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Molly Hansen

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Yeah right. Nothing gets through to the IRS these days. I've been trying for MONTHS to resolve a business tax issue. There's no way something like this actually works.

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It's actually pretty straightforward. They use a system that continuously redials through multiple lines until they get through the queue, then they call you when an agent is about to pick up. It's basically like having someone sit there and redial for hours, except it's automated. I was totally skeptical at first too. I had already wasted nearly 20 hours on hold over multiple days. When I got the call back saying an agent was ready, I was shocked. The call was transferred to a business tax specialist who pulled up our entire filing history and confirmed our Form 8832 was processed correctly. The peace of mind was absolutely worth it.

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Molly Hansen

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I need to apologize for my skepticism earlier. After another frustrating week trying to reach the IRS about our LLC status change, I broke down and tried Claimyr. Within 45 minutes, I was actually speaking with someone in the business entity department who confirmed our election status! The agent even caught an issue with our filing - turns out our Form 8832 had been received but was pending because of a signature issue they never notified us about. Being able to fix this in real-time over the phone potentially saved us from having the wrong tax classification for 2025. I've never been so happy to be proven wrong about something.

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Brady Clean

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Something important that hasn't been mentioned - if your LLC has been an S corp for several years, you should really look at the built-in gains tax implications before converting to partnership status. When you convert, there's a "deemed liquidation" where the IRS essentially treats it as if you sold all your business assets at fair market value. If your business has appreciated significantly since becoming an S corp (like real estate or goodwill value), this could trigger substantial taxes. Sometimes it's better to just start a new entity rather than convert an existing one.

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Skylar Neal

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What if the business doesn't own much in terms of hard assets? We're a consulting firm with minimal equipment and no real estate. Would the built-in gains still be a major concern?

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Brady Clean

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Even without hard assets, you still need to consider goodwill and other intangibles that may have developed. A service business often has its biggest value in client relationships and reputation, which can create significant goodwill value. You should get a business valuation or at least a rough estimate of your company's fair market value versus your basis in the business. If there's a big difference, that's potential taxable gain. Sometimes a consulting business can be primarily structured around current income with minimal built-in gains, which would make the conversion less costly from a tax perspective.

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Has anyone here actually gone through with an S Corp to partnership conversion who can speak to the actual filing process? Our accountant seems unsure about the exact sequence of forms.

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Kelsey Chin

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Our firm did this last year. The correct sequence was: 1) File Form 8832 electing to be treated as a partnership with a prospective effective date, 2) File a short-period final S Corp return (Form 1120-S) up to the day before the effective date, 3) Start filing Form 1065 partnership returns from the effective date forward. Make sure you check the "final return" box on the 1120-S. The IRS will send a confirmation letter of the entity change, which took about 6 weeks in our case.

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That's super helpful, thanks! Did you have any issues with payroll continuity during the transition? I'm wondering if we need new EIN or can keep the same one.

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NebulaNomad

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Great question about the EIN! You can actually keep the same EIN when converting from S Corp to partnership status - the IRS doesn't require a new one for entity classification changes. The EIN stays with the legal entity (your LLC), not the tax election. For payroll continuity, you'll need to update your payroll processor and notify them of the entity classification change. Any owner-employees who were receiving W-2s as S Corp shareholders will need to transition to receiving partnership distributions and guaranteed payments instead. This means you'll stop withholding payroll taxes for owners and they'll need to start making quarterly estimated tax payments. One thing to watch out for - if you have employees who aren't owners, their payroll treatment stays exactly the same. It's only the owner compensation that changes from wages to partnership income.

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Omar Hassan

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This is really helpful info about keeping the EIN! I'm new to this whole entity classification thing, so forgive me if this is a basic question - when you say owner-employees will transition from W-2s to partnership distributions, does that mean they'll end up paying more in taxes? I'm trying to understand if there are any downsides to making this switch from the owners' perspective. Also, do the quarterly estimated payments need to cover both income tax and self-employment tax for the partnership income?

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