Rescind S-corp and return to C

Jan 06, 2007 4 Replies

A year ago, my partner and I converted to S-corp status for our C-corp that owned an income property (the business was created long time ago before LLCs became the preferred choice).



As is to be expected, we now avoid the double taxation and instead all the net goes directly to each of our personal 1040 and we each pay personal taxes.



I am starting not to like this. a) my partner is starting to view the operation as something from which to suck as much cash out as possible and is viewing it less like a business that needs a certain amount plowed back into it. I want to cool off his gravy-train flow and calm down the cash draws, but under S-corp, it's already our money whether we've taken it out of the checking account or not, and so it is easier for us to think of the funds as "my personal pocket money". b) there is something called a built-in gains tax that requires us not to sell within ten years or face considerable tax consequences... I don't want to be held to this either.



What would be invlolved in converting back to C-corp? Is it allowed? I want to do this even taking the double-taxation into consideration.



thanks



There won't be double taxation in a regular corporation if you take distributions in salary and from your describe there is not a "built in gains" situation. Your problems are really with your partner's perceptions and not with the type of legal entity. Discuss your concerns with your partner and then together with a tax accountant to decide on the best strategy to distribute profits.

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I loathe self-employment tax and payroll paperwork more than I loathe corporate double taxation.

You may want to cash out early. Have you talked to your bank about this sitaution?

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