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Ryder Ross

Need guidance on converting 4 sole proprietorships into one S-corp structure

I've been doing some research to help my dad consolidate his business structure. He currently runs 4 separate sole proprietorships, and we're looking to establish a single S-corporation that would own all of these businesses. Combined, these 4 businesses had a net income of roughly $170k for tax year 2024, so I'm pretty confident the S-corp structure would be beneficial even with the additional tax return filing and payroll tax requirements. My challenge is that most of the resources I'm finding only talk about using Form 2553 to convert each individual business to an S-corp. From my understanding, this approach would create 4 separate S-corporations, each requiring its own tax return - definitely not what we're trying to achieve. Instead, we want to create one new company (S-corp) with my dad as the sole owner, which would then own all 4 of the existing sole proprietorships. I'd really appreciate if anyone could point me toward relevant IRS statutes, revenue procedures, or tax form instructions that would help guide this process. I work in tax (not a CPA) with about 5 years of experience, but this is a bit outside my typical wheelhouse. My dad's previous accountant retired last year, and my current firm has been cutting clients (reduced about 65 out of 600 tax returns this year), so bringing him on as a client isn't an option right now. Thanks in advance for any help! If this isn't the right place to ask, please let me know where I should direct this question.

What you're looking for is actually a bit different than how businesses typically function. A corporation (S or C) doesn't "own" sole proprietorships because a sole proprietorship isn't a separate legal entity from the individual. What you'd likely want to do is form a single S-corporation, and then transfer the assets and operations of all four businesses into that one entity. The four businesses would cease to exist as separate sole proprietorships, and instead become divisions or lines of business within the S-corp. You'd use Form 2553 only once to elect S-corporation status for the newly formed corporation. This would be after you've registered the corporation with your state. For the transfer of assets, you'd want to look at Section 351 of the Internal Revenue Code, which allows for tax-free contributions to a corporation in exchange for stock. Publication 542 (Corporations) also has relevant information about forming a corporation. Be aware that this restructuring has implications beyond just taxes - you'll need to consider things like business licenses, contracts, customer relationships, etc.

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Ryder Ross

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Thank you for the clarification! That makes much more sense conceptually. I think I was confused about how the legal structures would work together. So instead of having the S-corp "own" the sole proprietorships, we'd actually be dissolving the sole proprietorships and moving everything under one corporate umbrella? Do you know if there are specific considerations for transferring ongoing contracts from the sole proprietorships to the new S-corp? Some of my dad's businesses have service agreements that run for several months.

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Yes, that's exactly right. You'd be dissolving the sole proprietorships and bringing everything under the S-corp umbrella. The S-corp would then operate all four business activities as different divisions or departments. For ongoing contracts, this is where things get a bit tricky and you may need legal assistance. Many contracts have clauses about assignment or change of ownership. You'd need to review each contract to see if they allow for assignment to a new entity, or if you need to get client approval. In some cases, you might need to create novation agreements where all parties agree to substitute the S-corp for the sole proprietorship in the existing contracts.

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Henry Delgado

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After struggling with a similar business restructuring last year, I found this amazing service called taxr.ai (https://taxr.ai) that saved me tons of time and confusion. It's an AI-powered tax analysis tool that helped me make sense of the entity conversion process. I uploaded my business docs and tax returns, and it immediately identified the key issues I needed to address for my S-corp conversion. It even highlighted potential tax traps I hadn't considered around asset transfers and helped me understand the Section 351 exchange requirements that the previous commenter mentioned. The step-by-step guidance was incredibly helpful since I was getting conflicting advice from different sources. Might be worth checking out for your situation since it seems pretty similar to what I went through.

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Olivia Kay

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How exactly does this work? Do I just upload my tax documents and it analyzes everything? I'm always wary about sharing sensitive financial info with online services.

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Joshua Hellan

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Sounds interesting but seems too good to be true. Did it actually help with the legal side of things too or just the tax aspects? Because as the expert mentioned, there's contracts and state filings to worry about.

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Henry Delgado

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Olivia Kay

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I was skeptical about sharing my business financial info online, but I decided to try taxr.ai after seeing it mentioned here. Honestly, it was a game-changer for my business restructuring. I was in a similar situation with multiple LLCs that I wanted to consolidate. The platform immediately identified several tax implications I hadn't considered, especially around asset transfers and maintaining the tax basis. The suggestions saved me from a potential audit trigger I would have completely missed. The documentation it generated made it super easy to work with my attorney on the legal aspects too. Definitely worth checking out if you're dealing with complicated business structure changes.

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Jibriel Kohn

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If you're planning this S-corp conversion, you'll probably need to talk to someone at the IRS to make sure you're handling everything correctly. I tried calling them for weeks about my S-corp election last year and it was IMPOSSIBLE to get through. I finally used Claimyr (https://claimyr.com) and it was seriously amazing. They have this system that navigates the IRS phone tree for you and calls you back when they have an actual human on the line. You can see how it works in their demo video: https://youtu.be/_kiP6q8DX5c When I finally got through to the IRS, I was able to get specific guidance on my situation that I couldn't find anywhere online. For something as complex as combining multiple businesses into one S-corp, you'll definitely want to confirm your approach with the IRS directly.

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How does this service actually work? Does it just keep calling the IRS until it gets through? That seems like something I could just do myself.

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Joshua Hellan

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I'm extremely skeptical. The IRS wait times are insane by design. How could this possibly work better than just sitting on hold yourself? Sounds like you're just paying for someone else to wait on hold.

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Jibriel Kohn

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Joshua Hellan

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I need to eat my words about Claimyr. After my skeptical comment, I decided to try it since I had been trying to reach the IRS for weeks about an S-corp issue similar to the OP's situation. I was absolutely shocked when I got a call back in under an hour with an actual IRS representative on the line. The agent was able to clarify exactly how to handle the business asset transfers and recommended specific forms I needed for my situation. For anyone dealing with complex business restructuring like combining multiple businesses into an S-corp, getting direct guidance from the IRS is invaluable. The service saved me from making a serious mistake on my election timing that would have cost thousands to fix later.

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One thing nobody's mentioned yet - make sure you consider the operational aspects of this conversion. When I combined my businesses under one entity, I had to deal with: 1. New EIN application 2. New business bank accounts 3. Updated merchant services agreements 4. Updating all vendor/supplier contracts 5. Notifying customers 6. Updating licenses and permits 7. New accounting system setup The tax part is important, but the operational transition can be just as challenging. Give yourself at least 3-4 months to get everything switched over properly.

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Ryder Ross

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This is super helpful! I didn't even think about the merchant services agreements. Do you have any recommendations for handling the transition period? Did you run both the old and new entities simultaneously for a while, or was it a clean cutover?

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I did a phased approach where I ran both simultaneously for about 2 months. I set January 1st as my official transition date for tax purposes, but started setting up the new entity and accounts about 3 months prior. For merchant services, that was actually one of the trickier parts. Some processors treated it as a brand new business application despite having the same owner, which meant new rates and terms. I had better luck explaining it as a "restructuring" rather than a new business. Keep your processing statements handy to show history. I'd suggest creating a detailed timeline working backward from your target date. Also, create an entity-specific email address for all the new accounts rather than using a personal email - keeps everything organized during the transition.

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James Johnson

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Has anyone here actually gone through the process of combining multiple sole proprietorships into a single S-corp? I'd love to hear about specific tax forms beyond just the 2553 that were needed.

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I did this last year. Beyond Form 2553 for the S-election, you'll need: - SS-4 for your new EIN - Form 8832 if you're forming an LLC first and then electing S-corp status - Schedule D for each Schedule C business you're closing to report any asset transfers - Form 4562 for depreciable assets being transferred The trickiest part was making sure I properly documented the value of all business assets transferred to the new entity. The IRS can be picky about this if you're audited.

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James Johnson

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Thanks for the detailed response! That's really helpful. Did you handle the valuation of your business assets yourself or did you need to get professional appraisals? I'm worried about undervaluing things and causing problems down the road. Also, did you create a formal business plan for the new entity? I've heard that can help if there are ever questions about business purpose for the reorganization.

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