LLC, Taxed As S-Corp

[SChinFChin]

Thank you both for your responses!

I am going to drop the LLC and refiled for an S Corp.

How much would a CPA normally charge to close an LLC and to file for an S Corp?
I don't want to get ripped off.

Please read this article link that pertains exactly to your case:

http://www.newyorksmallbusinesslaw.c...g_a_mi.html#tp

This procedure is for cases where you made a mistake forming an entity, in this case an LLC, and you'll need to form a Corp in it's place.

This procedure is used if you did NOTHING with your LLC, and you want to form a corp in it's place. You'll notice the LLC dissolution fee is $60.00, and the Corp formation fee is $135.00, so if you see a CPA, he would at least have to spend $195 in fees on your behalf.

Usually, CPA's in my area charge fees of at least $100/hour or up, and the above does not seem complicated, something you can do yourself. I wouldn't pay more than $200 in professional fees for someone to do this. Add this to the state fees, maybe $400, tops.

I haved formed corp entities, and dissolved some, but I never used the procedure described here as the "1-2 filing", but it does not appear that complicated. The article is from year 2007, so you might double check the current fee schedule on the NYS Department of State WEBsite.

Now, I have dissolved a C Corp myself following the directions on the NYS DOS Website, downloading their forms, and paying the fees online by credit card.

As Bubba pointed out to you, there are formalities after the formation of the Corporate entity, the initial meeting, the election of officers etc., and I'm not sure if most CPA's cover that. The service I cited earlier does all of this in the formation for a total of $164.95, including the book, seal, writing up the initial meeting and election of officers. See link:

http://www.amerilawyer.com/

BTW, on the question of maintaining corporate formalities, the above firm provides a service for doing that as well, for an annual fee, which includes writing up an "annual meeting" for you, keeping a copy at their (your lawyer's) office, and a hot line for answering questions.

You can try calling them and see if they can do a "1-2 filing" mentioned above.

[lozt]

Wonderful, thanks!
No, I had not done anything with the LLC yet.
You had been a great deal of help, thank you so much.

[SChinFChin]

Wonderful, thanks!
No, I had not done anything with the LLC yet.
You had been a great deal of help, thank you so much.

You're welcome.

Just to remind you the "1-2 filing" is for NY State. On the Federal level, you'll still have to get a new EIN# for the S Corp, as the other one is for the LLC. But it's only a phone call to the IRS when you have the paperwork in hand.

If I remember correctly, if you use the service from AmeriLawyer, you get a checklist on what else you have to do, and it should be on the list, though they can also do it as well for additional fees. I recall their services did not include getting the EIN#.

I don't know how they do it, but their $164.95 advertised fees includes the state filing fees, according to the ad, but on the state WEBsite, the state itself charges close to $200 now.

[KeyWestDan]

A CPA could advise you on any tax issues and prepare returns.

A CPA is NOT an attorney (usually) and can't give you advice on legal issues or prepare any incorporation forms.

I would NEVER be involved in an LLC.

There is no such thing as a s-corp as far as the state is concerned. There are only corporations. The s-corp thing is simply an election with the IRS although it does place limitations on the corporation in regards to stockholder types and numbers and other things, like there can only be one class of stock.

I never do s-corps as I am always selling stock and to keep control I sell lots of preferred stock without voting rights and little bits of common stock with voting rights. Thus I can raise lots of money and still control 55 percent of the common stock, and thus total control of the corporation. 51 or 52 percent is not total control and that percentage is a guarantee for a future nightmare.