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2 Replies Last post: Dec 1, 2008 1:39 PM by mirror_nyc

Merging an exisiting LLC into a NEW C-Corp - How to ?

Nov 28, 2008 10:21 PM

Click to view mirror_nyc's profile Professional mirror_nyc 5 posts since
Nov 11, 2008

Scenario:
My sister owned a New Jersey LLC (filing taxes as a sole-propietor on Schedule C). I created a new C-Corp in New Jesey (myself as sole owner of 100 shares) We merged the LLC into the C-Corp with C-Corp as the surviving entity. I'm planning to give 40 shares (i.e 40% of the outstanding shares) of the C-Corp to my sister in order to make it a tax-free transaction (reorganisation) Is this recommended ? The FINAL plan is for my sister to eventually transfer the entire shares / business to me ith no money-transaction involved.

The C-Corp was started with no inital capital. We intend to continue the existing business of the LLC through the C-Corp (we have no physical assets - just a business checking account)


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Question 1: How do we achieve this transfer of 40 shares - Do i simply file an ammendment in the articles of incorporation and add my sister as the owner of 40 shares ?

Question 2: Do we simply request the bank to rename the C-Corp as the NEW owner of the checking account (??) or close that account and open a new one ? How do we recognize the "DEPOSIT" transaction for the purpose of the C-Corp Taxation ?

Question 3: When we file tax for the C-Corp, how do we treat the cash and transactions of the LLC that have been recorded year-to-date ?
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We are a very small company so would appreciate a simple way out - I plan on using turbo tax for my taxation (sounds plausible ?)

any guidance would be appreciated,

Mirror

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Click to view Effort4U's profile Start-up Effort4U 2 posts since
Nov 28, 2008
1. Re: Merging an exisiting LLC into a NEW C-Corp - How to ? Nov 28, 2008 11:48 PM
Hello;
The question you ask would be best answered by quality legal council. It sounds like you may be talking about the c-corp being a management company. Business structure should be done with legal council. I have an economical solution if you are interested. See my profile.
Click to view mirror_nyc's profile Professional mirror_nyc 5 posts since
Nov 11, 2008
2. Re: Merging an exisiting LLC into a NEW C-Corp - How to ? Dec 1, 2008 1:39 PM

My question is not ansered yet. How do we register the difference the two events:

1. Adding a shareholder ; versus
2 Adding a corporate officer

thanks.