united-states tax-law new-york-state limited-liability-company corporate-tax-laws
Forms for a NYS LLC to elect LLC/non-S Corp taxation
<p>NY state (USA) here. If a 1-man NYS LLC wishes to elect S-corporation taxation status, they must file a <a href="https://www.irs.gov/forms-pubs/about-form-2553" rel="nofollow noreferrer">Form 2553</a> with the IRS, and a <a href="https://www.tax.ny.gov/pdf/current_forms/ct/ct6_fill_in.pdf" rel="nofollow noreferrer">Form CT-6</a> with the NYS Department of Taxation and Finance.</p>
<p>At a later time, they may wish to undo these tax elections and <em>revert</em> back to an LLC that elects &quot;normal&quot; LLC taxation status.</p>
<p>What forms must it fill out, both federal and state, to make this change?</p>

<p>Edit: I misunderstood the situation and will amend but leave original answer
below with comment.</p>
<p><strong>For an LLC to stop being treated as S Corp, file <a href="https://www.tax.ny.gov/pdf/current_forms/ct/ct6_1.pdf" rel="nofollow noreferrer">Form CT-6.1</a> with NYS DTF.</strong></p>
<p><strong>For the IRS, there is no form(<a href="https://www.irs.gov/forms-pubs/revoking-a-subchapter-s-election" rel="nofollow noreferrer">IRS source</a>). Instead you have to file a statement to the service center where you file tax returns.
The statement should state:</strong></p>
<ul>
<li>The corporation revokes the election made under Section 1362(a)</li>
<li>Name of the shareholder(s),</li>
<li>Address of the shareholder(s),</li>
<li>Taxpayer identification number of the shareholder(s),</li>
<li>The number of shares of stock owned by the shareholder(s),</li>
<li>The date (or dates) on which the stock was acquired</li>
<li>The date on which the shareholder's taxable year ends</li>
<li>The name of the S corporation</li>
<li>The S corporation's EIN</li>
<li>The election to which the shareholder(s) revokes</li>
<li>The statement must be signed by the shareholder(s) under penalties of perjury</li>
<li>Signature and consent of shareholder(s) who collectively own more than 50% of the number of issued and outstanding stock of the corporation, whether voting or non-voting)</li>
<li>Indication of the effective date of the revocation (or prospective date)</li>
<li>Signature of person authorized to sign return</li>
</ul>
<p><em>My first answer below applied to S Corps wanting to become LLC, which is not what was asked:</em></p>
<p><em>New York does not allow a corporation to change into an LLC. Instead you must create a new LLC by filing <a href="https://dos.ny.gov/system/files/documents/2022/06/1336-f.pdf" rel="nofollow noreferrer">Articles of Organization</a> and then have the S Corp assumed by the new LLC by filing a <a href="https://dos.ny.gov/system/files/documents/2019/01/1372-f.pdf" rel="nofollow noreferrer">Certificate of Merger</a>. Both filings are with the NY Department of State. If this is your livelihood, please talk to a lawyer.</em></p>

<p>Single-member NY state LLCs do not have to file taxes regardless of what tax status they have previously elected. This is known as the <a href="https://www.incnow.com/tax-tips/" rel="nofollow noreferrer">S Corp loop hole</a>.</p>
<p>At the Federal level, filing a <a href="https://www.irs.gov/businesses/small-businesses-self-employed/llc-filing-as-a-corporation-or-partnership#:%7E:text=If%20the%20LLC%20is%20a%20corporation%2C%20normal%20corporate%20tax%20rules,U.S.%20Corporation%20Income%20Tax%20Return." rel="nofollow noreferrer">Form 1120</a> is all you need.</p>
