Tennessee Articles of Conversion (For Profit Corp Into LLC) is a legal document used to convert a for-profit corporation into a limited liability company (LLC) in the State of Tennessee. The document is filed with the Tennessee Secretary of State and officially marks the transition from a corporation to an LLC. It must include the name of the corporation, the name of the LLC, the address of the principal place of business, the statement that the corporation is converting to an LLC, the effective date of the conversion, the name and address of each member of the LLC, the name and address of the LLC's registered agent, and the signature of an officer of the corporation. There are two types of Tennessee Articles of Conversion (For Profit Corp Into LLC): standard and short-form. The standard version contains more detailed information, while the short-form version is a simplified version with fewer requirements.
Tennessee Articles of Conversion (For Profit Corp Into LLC)
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FAQ
If the S Corp's assets have increased between the time of the formation of the business and the time of the conversion to an LLC, a capital gain is realized. This means that the shareholders must pay capital gains tax on the amount of that gain.
Most states have an easy process for changing from an S corporation to an LLC. This procedure can differ depending on the state where you are located, but many states simply require you file a form with the Secretary of State for your operating state.
Steps to Transferring Assets to an LLC Step 1: Determine if the Property is Eligible for Transfer.Step 2: File Articles of Organization with the state.Step 3: Draft an Operating Agreement for Your New LLC.Step 4: Complete an Assignment of Property.Step 5: Pay State and Federal Taxes for Your LLC.
File an original form SS-4247, Articles of Amendment to Articles of Organization (LLC)with the Tennessee Department of State, Division of Business Services (DBS). The DBS amendment form is in your online account when you sign up for registered agent service and is available on the DBS website.
Using such a conversion process to change corporation to LLC does not require you to dissolve your corporation. Instead, rather than your forming an LLC, the corporation is converted to an LLC. Additionally, corporate assets and liabilities are automatically transferred over to the new LLC.
In California, you can use a relatively new, simplified procedure that allows you to convert your business from a corporation to an LLC largely by filing a single document with the Secretary of State.
Disadvantages of Converting From a Corporation to an LLC The business is taxed on assets and gains on assets which have appreciated since the business was acquired. The business must pay the tax even if they do not actually receive the money.
There are many advantages to converting a C Corporation to an LLC, but especially considering tax liabilities, there are also drawbacks to consider. LLCs and S Corporations are more efficient with regard to taxes, but the conversion itself can prove expensive.