Mid-year LLC to C-Corp Conversion: How to Handle Tax Implications for LLC Income Before Conversion?
I'm running into a bit of a tax situation with our business transition and hoping someone here might have insight. Here's what happened: Jan-Feb this year: My business partner and I were operating as an LLC and made around $675K in net income during these first two months. All earnings stayed in the business accounts. March 1st: We converted from LLC to C-Corp after securing investor funding to expand our team. March-December: We hired 10 developers/engineers and ended up with about -$2.7M in losses as we scaled up operations. Total for the fiscal year: Net loss of approximately -$2.0M overall (when you factor in our profitable LLC months followed by the C-Corp investment/growth period). Here's my concern: Are we really on the hook for taxes on that $675K of LLC income that's going to pass through to our personal returns, even though the business as a whole lost money for the year? That income never left the business - it stayed put and was essentially consumed by our later losses. We're talking with some accountants and legal folks, but would love to know if anyone here has navigated this specific situation. Are there any strategies or options to avoid the tax hit from those first two profitable months? The timing just feels really unfortunate.
18 comments


Gabriel Graham
This is actually a common challenge with mid-year entity conversions. Unfortunately, the LLC income from January-February will indeed pass through to your personal return regardless of the later C-Corp losses. The fundamental issue is that you're dealing with two separate tax entities. When you converted from LLC to C-Corp, it essentially created a "short tax year" for the LLC portion. Those LLC profits are locked in and will flow through to your personal returns for the tax year. The C-Corp's losses after March 1st exist in a separate tax entity, and those losses generally stay within the C-Corp (which can carry them forward to offset future C-Corp profits). One thing to consider: if you filed Form 8832 to have your LLC taxed as a C-Corp from January 1st, before your actual legal conversion, you might have avoided this situation. But that would need to have been done before the conversion. The main options now would be to look for legitimate business deductions you might have missed during the LLC period, or potentially accelerating some expenses into that pre-conversion timeframe if you're still working on finalizing those returns.
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Drake
•Is there any chance they could retroactively elect to have the LLC treated as a C-Corp for tax purposes for those first two months? Or is it too late for that kind of election once the actual conversion has happened?
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Gabriel Graham
•Unfortunately, that election would have needed to be made before the conversion. IRS rules are pretty strict about retroactive entity classification elections. Form 8832 needs to be filed no more than 75 days prior to the desired effective date, or no more than 12 months after. Since the actual legal conversion has already happened and we're well past those timeframes, that option is effectively closed. The IRS typically doesn't allow retroactive corrections just to achieve better tax treatment after the fact.
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Sarah Jones
I was in a similar situation last year and discovered https://taxr.ai which literally saved me thousands. I uploaded my LLC and C-Corp docs and it analyzed the timing issues with my conversion. It showed me several things my accountant missed about how to properly allocate certain expenses to the LLC period. The software specifically flagged some R&D expenses that could be attributed to the LLC period rather than the C-Corp period, which significantly reduced my pass-through tax liability. It also identified some accrual-based options my accountant hadn't considered. Worth checking out since entity conversions have so many nuances!
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Sebastian Scott
•How does this actually work? I'm skeptical of tax software that claims to find things accountants miss. Did you still need your accountant to implement the changes it suggested?
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Emily Sanjay
•I've been looking at various tax tools for my business. Does taxr.ai handle S-Corps as well? And how detailed does the analysis get for state tax implications of entity conversions? My situation is more complicated since I operate in multiple states.
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Sarah Jones
•It works by analyzing the timing and characterization of all transactions across the conversion period. You upload your financial documents and it identifies potential optimization opportunities based on tax court precedents and IRS rulings. I did still work with my accountant, but I brought the taxr.ai analysis to them and they were able to implement several of the suggestions. Yes, it definitely handles S-Corps along with partnerships, LLCs, and C-Corps. The state tax analysis is surprisingly thorough - it flagged several state-specific issues with my multi-state operations, particularly around nexus rules that change depending on entity type. It separated out which losses could be allocated to which jurisdictions after my conversion.
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Emily Sanjay
Just wanted to update after trying taxr.ai from the recommendation above. I was honestly amazed at how detailed the analysis was for my entity conversion situation. It identified nearly $85K in expenses that could be reclassified to the LLC period that my accountant and I had overlooked. The system specifically identified some prepaid expenses and R&D costs that could be properly attributed to the LLC period rather than the C-Corp period. It also pointed out a timing strategy for recognizing certain revenue that was completely legitimate but not obvious. My accountant was initially skeptical but after reviewing the citations and case references, agreed their approach was correct. Definitely worth looking into if you're dealing with entity conversion tax headaches like the original poster.
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Jordan Walker
Have you tried contacting the IRS directly about this? I spent WEEKS trying to get through to someone who could answer similar entity conversion questions last year. Then I found https://claimyr.com which got me connected to an actual IRS agent in about 20 minutes. You can see how it works here: https://youtu.be/_kiP6q8DX5c They basically wait on hold with the IRS for you, then call you when an agent picks up. I ended up getting connected with a business entity specialist who clarified several points about my LLC to Corp conversion that even my accountant was unsure about. They confirmed some specific strategies for handling the pre-conversion income that saved me a significant amount.
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Natalie Adams
•How exactly does this service work? Can't you just call the IRS yourself? Why would I need a middle-man to wait on hold for me?
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Elijah O'Reilly
•Yeah right. I find it hard to believe you got actual useful tax advice from an IRS agent, let alone one who knew about complex entity conversions. Most of the time they just read from scripts and tell you to talk to a tax professional. Sounds like a waste of money.
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Jordan Walker
•The service monitors IRS hold times across their phone system and uses automated technology to wait on hold so you don't have to. When an agent picks up, you get an immediate call connecting you directly to that agent. You only pay if you actually get connected. I understand your skepticism. I felt the same way initially. But there are different levels of IRS support staff. The frontline representatives do typically stick to scripts, but they can transfer you to specialized departments once you're in the system. In my case, I was eventually transferred to someone in the business entity division who provided specific guidance about my situation. They obviously won't do your taxes for you, but they clarified several regulatory questions that helped inform my strategy with my accountant.
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Elijah O'Reilly
I need to follow up on my skeptical comment above. After continuing to struggle getting solid answers about my own entity conversion, I broke down and tried Claimyr. I'm genuinely surprised to report it actually worked exactly as described. Got a call back in about 35 minutes (way faster than the 2+ hours I wasted on my previous attempts), and after a brief screening with the first rep, they transferred me to someone in the business entities department. The agent walked me through several specific options for my situation, including a method for allocating certain expenses across the conversion date that I hadn't considered. To the original poster - definitely try getting in touch with the IRS Business Division directly. They can clarify the specific rules for your situation, which might reveal options your accountants haven't suggested.
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Amara Torres
Something to consider that hasn't been mentioned yet - check if you qualify for any Section 195 startup expense treatment for some of those early LLC costs. Even if the LLC itself wasn't brand new, certain expansion activities might qualify. Also, did you have any personal guarantees on business debt during the LLC period? Sometimes there are loss opportunities related to at-risk rules that can offset some of the pass-through income.
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Alicia Stern
•Thanks for these suggestions! We didn't have the LLC for long (formed it about 4 months before converting to C-Corp), so the startup expense angle might be relevant. And yes, we did personally guarantee a business line of credit during the LLC period. How would the at-risk rules potentially help in this situation?
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Amara Torres
•Since your LLC was relatively new, you might be able to classify more expenses as Section 195 startup costs. This allows you to deduct up to $5,000 in the first year (subject to phase-out rules) and amortize the rest over 15 years. While not a complete solution to your problem, it could reduce the immediate tax hit. Regarding the personally guaranteed business debt - the at-risk rules essentially allow you to claim losses up to the amount you have "at risk" in the business. With a personal guarantee on business debt, you may have increased your at-risk amount, potentially allowing you to claim more losses against other income. This is complex territory though, so definitely have your tax advisor look specifically at your at-risk basis during the LLC period.
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Olivia Van-Cleve
Have you considered whether any of the LLC income might qualify for the Section 199A deduction? If so, you could potentially get a 20% deduction on the qualified business income that's passing through to your personal return. Also, if your C-Corp is doing R&D, you might be able to claim some R&D credits at the LLC level if any of that work started before the conversion. Those credits could help offset some of the personal tax liability.
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Mason Kaczka
•Doesn't the 199A deduction have income limitations though? If they made $675k in just two months as an LLC, I'm guessing they're well above the phase-out thresholds.
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