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Thread started 19 Oct 2012 (Friday) 13:35
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Thinking of closing LLC to become a SP

 
cory1848
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Oct 19, 2012 13:35 |  #1

Anyone ever close down an LLC and move to a sole proprietor status?

Thinking of doing this for a couple of reasons. Originally opened up as a LLC with a partner. Partner since left and that automatically converted me to a single member LLC. I continue to pay my state fees every year and file taxes, etc. My accountant is kinda clueless on this issue as well (might be looking for a new on there too).

For what I do, I am not seeing the benefits of keeping a LLC status and in the next year or two I plan on moving to another state. So I am wondering if it is worth the hassle of closing down everything and starting back up as just a SP.

I guess that would mean new EIN, new bank account, new business license, new insurance policy and new anything that relates to my current EIN. What I am really worried about is if I can transfer my fictitious name.

I am really trying to simplify things with my business and thinking this is the best way to do. Anyone do something similar?


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JacobPhoto
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Oct 19, 2012 22:03 |  #2

How much revenue per year are you generating?
do you have any personal assets to your name above $10k in value (IE House, condo, car, savings, etc)?
How big is your business insurance policy?
How tight are all your contracts?
How often are you in a situation where there's more than $50k in equipment or property that could be damaged?

Unless you're only dealing with small-time clients, an LLC will be a much better option than a SP.


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tomj
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Oct 20, 2012 07:19 |  #3

I've owned a printing business as a sole proprietor for over 20 years. I've thought of converting to a corporation of some sort in the past, but both accountants I've used over the years saw no advantage in doing so (despite opinions to the contary on this forum.) You do need to look at you potential liability and make sure you're properly insured against the risks.

That said, If I were already a LLC, I would probably not change that unless the money savings were realy significant.

For your EIN, as a sole proprietor I'm pretty sure you can just use your SS number.


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Oct 22, 2012 09:15 |  #4

Depends on the laws and court decisions of the state you're moving to. LLC laws vary wildly by state, and it is not a forgone conclusion for a single-person business (no partners, no employees) that an LLC form of business is better. The advice given to my by my lawyer was that becoming an LLC would do me no legal good, but could become worthwhile in the future for tax purposes.

Talk to a lawyer in your state.


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lehmanncpa
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Oct 22, 2012 10:07 as a reply to  @ RDKirk's post |  #5

Ah, the age-old question of to LLC or not. I perform several pro-bono lectures each year on this and other subjects for Visual Art Exchange, a local Raleigh not-for-profit organization that helps emerging artists. This is easily the most often asked question at every lecture - the second one being on sales taxes.

It's very important to keep in mind that a single-member LLC is the same thing as a sole proprietor for income tax purposes. A single-member LLC is referred to a disregarded entity in the tax code. It doesn't exist for income tax purposes.

A single-member limited liability company can only offer legal advantages to individual owners, but not everyone benefits from those advantages. For instance, a single-member LLC (in most states) will offer some form of asset protection from liability for the sole member. However, if the liability is determined, in a court of law, to be from gross negligence or misconduct from the sole member of the LLC, the courts will often "pierce the LLC veil," essentially undoing the purpose of the LLC. Also, if the sole member doesn't have any significant assets outside of their business (primary residence, automobiles, cash, etc), it also may not be worth forming an LLC. In some states (Florida included, I think), debtors won't have access to jointly-held assets (joint tenants by the entirety) unless the liability is jointly held. For instance, if your home is held in you and your wife's names, it cannot be touched unless your wife is also on the debt. Often for liability, a good umbrella and/or business liability insurance policy is a better alternative.

The LLC may also offer an intangible value in public perception. In many cases, the public perception of a business that is registered as an LLC is that the business is established and reputable. It may have employees, it's registered with the state and it has a life outside of just the owner.

If the LLC is already established (as it is in this case), I would leave it in place. The annual cost to renew the LLC in Florida is only $138.75 and it is a tax-deductible expense for both income and self-employment tax, so the after-tax cost to the sole member is less than $100. A $1 million umbrella policy with a licensed insurance agency is probably somewhere close to $200 per year, or twice the cost. You won't have to change bank accounts, order new checks, alert all your vendors of your new EIN/SSN for 1099 reporting purposes, and other administrative technicalities that are involved when dissolving or establishing a business.

Feel free to PM me if you have any more questions. I do this quite a bit on other forums as well and have clients in about 20 different states. My office is usually in Raleigh, NC, but I am on assignment in Toronto for 3 years. Most of my work is done remotely anyways, but I travel to NC often.


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cory1848
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Oct 22, 2012 13:05 |  #6

lehmanncpa wrote in post #15153915 (external link)
Ah, the age-old question of to LLC or not. I perform several pro-bono lectures each year on this and other subjects for Visual Art Exchange, a local Raleigh not-for-profit organization that helps emerging artists. This is easily the most often asked question at every lecture - the second one being on sales taxes.

It's very important to keep in mind that a single-member LLC is the same thing as a sole proprietor for income tax purposes. A single-member LLC is referred to a disregarded entity in the tax code. It doesn't exist for income tax purposes.

A single-member limited liability company can only offer legal advantages to individual owners, but not everyone benefits from those advantages. For instance, a single-member LLC (in most states) will offer some form of asset protection from liability for the sole member. However, if the liability is determined, in a court of law, to be from gross negligence or misconduct from the sole member of the LLC, the courts will often "pierce the LLC veil," essentially undoing the purpose of the LLC. Also, if the sole member doesn't have any significant assets outside of their business (primary residence, automobiles, cash, etc), it also may not be worth forming an LLC. In some states (Florida included, I think), debtors won't have access to jointly-held assets (joint tenants by the entirety) unless the liability is jointly held. For instance, if your home is held in you and your wife's names, it cannot be touched unless your wife is also on the debt. Often for liability, a good umbrella and/or business liability insurance policy is a better alternative.

The LLC may also offer an intangible value in public perception. In many cases, the public perception of a business that is registered as an LLC is that the business is established and reputable. It may have employees, it's registered with the state and it has a life outside of just the owner.

If the LLC is already established (as it is in this case), I would leave it in place. The annual cost to renew the LLC in Florida is only $138.75 and it is a tax-deductible expense for both income and self-employment tax, so the after-tax cost to the sole member is less than $100. A $1 million umbrella policy with a licensed insurance agency is probably somewhere close to $200 per year, or twice the cost. You won't have to change bank accounts, order new checks, alert all your vendors of your new EIN/SSN for 1099 reporting purposes, and other administrative technicalities that are involved when dissolving or establishing a business.

Feel free to PM me if you have any more questions. I do this quite a bit on other forums as well and have clients in about 20 different states. My office is usually in Raleigh, NC, but I am on assignment in Toronto for 3 years. Most of my work is done remotely anyways, but I travel to NC often.

Great info! Thanks. A little background to which why I am posting my questions. In 2007 I applied for a sole P EIN because I was in the beginning stages of forming my business. I have that number but I have never used it. The reason why I never used it was because I hooked up with a partner so we decided to open the business as a LLC partnership. That required a different EIN. Applied for and received that one. Set up business and operated for a year and all was good. 2010, my partner decided to leave the business, just lost interest, so I kept it going. I asked my accountant about changing EINs at that point since I would now be considered a SMLLC by default, but he said not to worry and just keep using the partnership EIN. I filed 2010 and 2011 taxes and everything seemed ok. Last week I received a W9 form from a client that I need to fill out. This is what caused me to post my question as there is so much conflicting information on this that people seem to just do what they want. The W9 requires me list my SSN on the form and not the Entity EIN. No way am I giving out my SSN to multiple clients but I understand why the IRS wants it for naming matching. My options seem to be to use my SSN, or my personal EIN from 2007. Others I have talked to about this just use their SMLLC EIN and not worry about what the form states.

In this case what what would you do? The IRS wants the SSN to tie it to my name listed on the W9. But as a SMLLC, the EIN is already tied to the owner name (me) so it seems to be kind of redundant. IMO. If I list my personal EIN, that might just confuse things further. I am now wondering if I gave out the wrong EIN to all my vendors over the years. I am considering just using my LLC EIN. When I applied for the EIN, the notice specifically says to use this number for all business purposes and tax purposes. This W9 form contradicts that saying not to use the LLC EIN cause it wont match my personal name.

Also wondering if I should file form 8832 to officially change the entity designation as well.

The reason I considered closing it all down and starting over would be to eliminate all this confusion come tax time.

Any advice would be greatly appreciated.

Thanks


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lehmanncpa
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Oct 22, 2012 13:51 as a reply to  @ cory1848's post |  #7

Thanks. Check your PMs.


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Thinking of closing LLC to become a SP
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