How to Convert Your LLC to a Corporation in California?

Jon Morgan
Published by Jon Morgan | Co-Founder & Chief Editor
Last updated: September 28, 2023
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Converting your LLC to a California Corporation is not as complicated as it seems, but there are some things you need to know about how this type of conversion works.

As an experienced business consultant with a deep understanding of corporate structures, I have dedicated substantial time to researching the intricacies of this process.

After extensive research and consultation with legal experts in California, this comprehensive guide provides valuable insights on converting your LLC to a corporation.

This article will take you through the process step-by-step so your business entity can run more smoothly and avoid confusion regarding the conversion's legality.

Quick Summary

  • To convert an LLC to a corporation in California, file the necessary paperwork, consider tax implications, and complete additional requirements like filing a Statement of Information and Article of Incorporation
  • You can choose between statutory conversion, merger, or nonstatutory conversion methods while converting an LLC to a corporation in California
  • Seeking legal advice and professional guidance is recommended to ensure compliance with the conversion process and to understand tax requirements

How Can An LLC Be Converted To An S Corporation In California?

An LLC can be converted to an S Corporation in California by filing Form 2553, provided the entity meets eligibility criteria.

For a successful conversion, use the following steps:

  1. Choose a corporate name and file a corporate name registration with the Secretary of State.
  2. Prepare a conversion certificate containing the LLC's name, its principal place of business, and an agreement from each member agreeing to the conversion.
  3. Prepare the entity's form of organization (for example, "a California stock corporation").
  4. Ensure your LLC is eligible for S Corporation status by meeting certain requirements outlined by the Internal Revenue Service (IRS) and the state of California.
  5. File Form 2553 with the IRS within the specified time frame, typically within 75 days of forming your LLC or the beginning of the tax year in which you want the S Corporation status to take effect [1].
  6. Obtain a California S Corporation election form (FTB 3556) and submit it to the Franchise Tax Board (FTB) to request S Corporation status at the state level [2].
  7. Pay attention to additional filing requirements and potential fees, such as the California minimum franchise tax, which may still apply to an S Corporation.
  8. Remember that converting to an S Corporation may affect your tax obligations, ownership structure, and reporting requirements, so seeking professional advice from a qualified attorney or tax advisor is advisable.

Upon conversion, the LLC's business structure, including its ownership and management, transforms into an S Corporation. The corporate directors now oversee the company's affairs, and LLC membership interests are exchanged for S Corporation shares.

This conversion allows the entity to benefit from favorable tax treatment common to an S Corporation, including the pass-through taxation of business profits.

Professional guidance is recommended to ensure compliance and make informed decisions specific to your business situation.

Why Convert a California LLC to a Corporation?

Documents to convert llc to a corporation in california

You can convert a California LLC to a corporation to get the liability protection of a corporation.

Other reasons you may want to convert your LLC include the following:

  • To make it easier to raise money from investors.
  • To have a more professional appearance for customers and vendors.
  • To make it easier to transfer ownership of the LLC.
  • Avoid filing multiple tax returns (one for the LLC and one for the corporation).
  • To take advantage of certain tax benefits that are only available to corporations.
  • To protect your business from lawsuits.
  • To give your company a longer life span.
  • To make it easier to manage your company's growth.
  • To establish a separate legal entity for your company.

If you agree to any of the reasons above, it might be time to convert your LLC to a corporation.

3 Different Ways to Convert an LLC to a Corporation

Different documents about converting an LLC to a corporation

As a business owner, you have three options when converting your California LLC to a corporation.

1. Statutory Conversion

This is the most common way to convert an LLC to a corporation, and it's also the simplest.

With statutory conversion, the California LLC becomes a corporation without merging with or taking over other businesses. This option is available to all businesses in California.

2. Merger

For your limited liability company to merge with a new corporation, the business entity must be dissolved, and all its assets and liabilities must be transferred to the corporation. This option is only available to California LLCs with a multi-member structure and not a single-member LLC structure in California.

3. Nonstatutory Conversion

This is the most complex way to convert an LLC to a corporation and the least common. With a nonstatutory conversion, the LLC becomes a corporation by taking over another business.

This option is only available to California LLCs with more than one member, and the other business must be willing to merge with the LLC.

To ensure your conversion is successful, it's always best to seek legal advice from an attorney specializing in California law before filing any necessary paperwork with the Secretary of State.

California Tax Requirements for Converting an LLC to a Corporation

As a business owner, you must consider the tax implications of conversion.

You must file new articles of incorporation with the California Franchise Tax Board and Internal Revenue Service once your limited liability company has been officially converted to a corporation to change your tax status.

This document will outline the new corporate tax information for your company. You may also be subject to other taxes, depending on the size of your company and how it operates.

Converting your limited liability company to a California corporation can simplify some aspects of running your business, especially regarding taxes and liability issues.

Additional Steps To Complete Conversion

Stack of files on top of a table

Once you have filed your articles of incorporation and paid the necessary tax fees with the California Franchise Tax Board, there are some additional steps you will need to complete before your company is officially converted:

1. File a Statement of Information: This document must be filed to the Califonia Secretary of State's office within 90 days after filing your articles of incorporation, and it provides information about your corporation to the public.

2. File an Article of Incorporation: Which includes a declaration of conversion, must be filed with the California Secretary of State. This article must comply with the provisions outlined in the California Corporations Code. Only domestic and foreign LLCs are covered by this legislation.

3. Apply for an Employer Identification Number (EIN): If you don't already have one, you must apply for an EIN when your corporation is formed to open an LLC bank accounts and file LLC tax returns.

4. Notify your customers and suppliers of your new corporation: Once your company is officially converted, you must notify any customers or suppliers who do business with you of your new corporate status.

5. Update your branding and marketing materials to reflect your new company name and logo.

Related Articles:


Can You Convert California Limited Liability Company to a C-Corporation California?

You can convert your LLC to a C-Corporation in California. The process involves filing certain documents and meeting specific requirements set by the state. It is advisable to consult with legal and tax professionals for guidance and assistance throughout the conversion process.

Can a California LLC Convert to Another Business or Another Foreign Entity?

A California LLC can convert to another business entity, such as a corporation, through a process known as conversion.

However, converting an LLC into a foreign business entity may depend on the specific laws and regulations of the foreign jurisdiction involved.

Consulting legal professionals experienced in international business transactions is recommended for accurate guidance.

What Are the Tax Requirements for Converting a Limited Liability Company to a C-Corporation in California?

The tax requirements for converting an LLC to a C-Corporation in California involve filing Form 8832 with the IRS and obtaining a new federal tax ID.

Additionally, you may need to comply with state-specific regulations and potentially face tax consequences. Professional guidance is advised to ensure compliance with complex tax procedures

Simplifying Your California LLC Conversion Process

Converting your LLC to a corporation is difficult but can also benefit your business.

First, ensure you meet all legal requirements and gather the necessary documentation. Then, submit the necessary forms and fees to the California Secretary of State.

Understanding the tax requirements and taking the necessary steps can ensure a smooth transition for your company.

Consider seeking professional assistance to navigate complex regulations and ensure compliance. Also, consult the best online legal services or tax advisor to understand the implications and benefits of converting your LLC.



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