S-Corp owns SMLLC

Jun 17, 2018 3 Replies

Have a situation where there is a long standing S-Corp owned 100% by an individual. New business opportunity has arisen, so individual wants to use new LLC with a different name for this activity.


  • It is my understanding that a S-Corp can own (be a member) of an LLC. If the S-Corp is the sole 100% owner, I believe the LLC is a disregarded SMLLC? As such, does the SMLLC use the S-Corp's EIN and not even apply or need one of its own? Will a bank allow a bank account for the SMLLC that is using the S-Corp EIN?


*Is this any advantages to the S-Corp owning the SMLLC - or should the individual just make himself the sole owner of the new LLC (i guess it could still be a SMLLC?) other than the need for two tax returns? At some point there likely will be health insurance premiums.


*The S-Corp currently gets a small royalty check and is a very minority member of another LLC that owns some commercial real estate. At a later date, could the S-Corp transfer ownership of these two things to the new LLC - since its all the same owner and all income and expenses end up on the same individual tax return?

Any thoughts appreciated.


Why bother? Why not just have the S-corp get into the new business under a DBA?

That's my understanding as well. The bank doesn't ask where the EIN came from. They should accept it.

He should talk to his tax preparation professional (CPA or Enrolled Agent) to help determine which would be in his best interest. There is not a one-size-fits-all answer to this.

There's a difference between transferring from the S-corp to the LLC and from the LLC to the S-corp. The answer is that it depends on several factors. Talk to your own tax guy. If you don't have one, get one.

Yes, a corporation can be the sole member of a disregarded LLC, and the LLC uses the owner's EIN. If the bank insists on a separate EIN, the LLC is allowed to get one.

Why does he want an LLC? If he just wants to use a different business name, it should be easier and cheaper for the S-corp to file a certificate of assumed name with his state. The LLC could make sense if he expects the new business to have liabilities and wants to separate them from the S-corp's assets. If he's the sole owner of the S-corp, I don't see much difference between direct and indirect ownership of the LLC.

You can put whatever assets you want into your LLC. I hope he has a good accountant to get all the tax filings straight.

Join the Discussion

Have something to add? Share your thoughts — no account required.

Didn't find your answer?

Ask the community — no account required