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Molly Hansen

LLC to C Corp: Single Member LLC Taxed as C Corporation VS Converting LLC to C Corp

Hey tax folks, I'm trying to figure out the practical differences between two seemingly similar business structures. What exactly is the difference between a single-member LLC that elects to be taxed as a C corporation versus actually converting my single-member LLC into a C Corporation? I've been running my small business as an LLC for about 3 years now, but I'm looking at potential growth options and wondering if there are advantages to one approach over the other. Would appreciate any insights on liability protection, tax implications, paperwork requirements, and overall pros/cons of each approach. Thanks in advance for any help!

The main difference is in the legal structure versus the tax treatment. A single-member LLC taxed as a C corporation maintains its LLC legal status but is treated like a C corp for tax purposes only. When you convert to an actual C corporation, you're changing the fundamental legal structure of your business. With the LLC taxed as C corp approach, you'll file Form 8832 to elect corporate taxation while keeping your simpler LLC legal structure. You'll file corporate tax returns and can retain earnings in the business at corporate tax rates, but you maintain the legal flexibility of an LLC. Your state filing requirements remain those of an LLC. True conversion to a C corp involves dissolving your LLC and forming a corporation with articles of incorporation, bylaws, stock issuance, board of directors, etc. It's a more complex legal structure with more formalities to maintain, but may offer advantages for raising capital, especially if you plan to seek investors or eventually go public.

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That makes sense, but what about the tax differences? Would I end up paying the same amount either way? And does one option make it easier if I ever wanted to sell the business?

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From a federal tax perspective, both would be taxed at the corporate level at the same rates. The primary difference is in legal structure and compliance requirements, not taxation. A C corporation requires more formalities like regular board meetings, minutes, and stricter record keeping. Regarding selling the business, a formal C corporation can be more attractive to certain buyers, especially larger companies or if you plan to go public someday. It's easier to sell shares of a corporation than membership interests in an LLC. However, if your exit strategy involves selling assets rather than the entity itself, the structure matters less.

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After struggling with this exact decision last year, I found an amazing resource that helped me make the right choice for my business - https://taxr.ai - they analyzed my specific situation and spelled out all the implications clearly. My business was generating about $400K in revenue with plans to grow, and I was torn between these exact options. The tool analyzed aspects I hadn't even considered, like how LLC taxed as C corp would impact my state tax obligations differently than a true conversion. It also highlighted the paperwork requirements for both options, which was super helpful because I discovered the ongoing compliance for a real C corp would have been a headache for me at my current stage.

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How exactly does the analysis work? Does it just give general advice or does it actually look at your specific numbers? My accountant is charging me $900 for a consultation on this exact topic.

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Sounds interesting but I'm skeptical. How is this different from just talking to a regular CPA? I've found most online tax tools are pretty basic and don't handle complex business structures well.

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It works by analyzing your business details including revenue, growth plans, number of employees, and other factors. It's not just general advice - it runs calculations based on your actual numbers to show tax implications under different scenarios. It highlighted that my specific situation would benefit more from the LLC taxed as C corp approach for the next 2-3 years before considering full conversion. The difference from a regular CPA consultation is the comprehensive analysis delivered immediately. While my CPA is fantastic, getting this level of detailed comparison required multiple meetings and weeks of back-and-forth. The tool showed me side-by-side comparisons of liability protection differences, tax implications at various growth stages, and state-specific requirements.

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Alright, I gotta admit I was wrong about taxr.ai. After my skeptical comment, I decided to try it anyway since I was stuck on this exact LLC/C-corp decision. Within about 20 minutes I had a complete breakdown of how each option would affect my business at different revenue stages. The most valuable part was seeing how the 199A deduction would be affected - something my tax guy hadn't explained clearly. For my specific industry and income level, keeping the LLC with C corp tax election actually saved me about $11k in taxes this year compared to full conversion, while still giving me the accumulation benefits I wanted. It also flagged some state-specific requirements I would have missed. Definitely worth checking out if you're wrestling with this decision.

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This sounds like BS honestly. The IRS doesn't give preferential treatment to third parties. Everyone has to wait in the same queue. How could this possibly work?

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It doesn't get you preferential treatment or let you skip the line - it just handles the waiting for you. The way it works is they have a system that calls the IRS, navigates through all the automated menus, and then stays on hold so you don't have to. When an actual human IRS agent answers, their system then calls you and connects you directly to that agent. They don't have any special access or backdoor to the IRS. It's simply that they're waiting on hold instead of you. For me, the system showed I was number 47 in queue, and it took about 1 hour 40 minutes before I got the call that an agent was ready. I was able to work on other things during that time instead of being stuck with my phone on speaker.

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I take back what I said about Claimyr. I was super skeptical but had been trying to reach someone at the IRS for weeks about entity classification election deadlines. I finally tried it yesterday and was honestly shocked when I got a call back with an actual IRS business tax specialist on the line. The agent confirmed that my specific situation (switching from LLC taxed as C corp to an S corp) had different filing deadlines than I thought. This literally saved me from making a costly mistake with the timing of my entity conversion. The whole process took about 2 hours from start to finish, but I was only on the phone for the 15 minutes actually talking to the agent. For anyone dealing with entity classification questions, getting a direct answer from the IRS can be really valuable since these situations can get complicated quickly.

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Something people aren't mentioning is the difference in liability protection. A true C corporation has a more established legal precedent for the corporate veil compared to an LLC taxed as a C corp. I've been through both structures and found that certain investors and business partners were more comfortable with a traditional corporation structure rather than an LLC with a tax election. The other big difference is around fringe benefits. Both structures allow for things like health insurance and retirement plans, but there are some subtle differences in how business expenses like vehicle usage and certain insurance products are treated.

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Can you explain more about the fringe benefits differences? I'm specifically curious about health insurance deductions since that's a big expense for me. Currently have a single-member LLC but considering both these options.

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Health insurance is actually one of the key differences. With a C corporation (either via conversion or tax election), the company can provide health insurance to employees (including you as an employee-owner) and deduct 100% of the premiums as a business expense. These premiums aren't considered taxable income to you as the employee. With a standard LLC without corporate tax treatment, you can still deduct health insurance premiums, but it's done as an adjustment to income on your personal return rather than as a business expense. This means it doesn't reduce your self-employment tax, only your income tax. This distinction can mean thousands in tax savings depending on your specific situation and premium costs.

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Has anyone done the math on approximate costs for setting up each option? I'm a web developer making around $140k and currently operating as a single-member LLC. My CPA suggested considering C corp status but wasn't clear on whether I should file the election or do a full conversion.

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For me in Florida, the LLC with C corp tax election was way cheaper. Just had to file Form 8832 which cost nothing, while maintaining my existing LLC. Converting to an actual C corp would have cost around $750 in filing fees plus I would have had annual report fees of $150 instead of the $138 for my LLC. Also saved on not needing new bylaws drafted (quoted at $1200 by my attorney).

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