What Documents are Required to Convert a New Mexico LLC Filing as an S-Corp to a Delaware C-Corporation?

Question from Tom, What Documents are Required to Convert a New Mexico LLC Filing as an S-Corp to a Delaware C-Corporation?

Answer from AI:

Converting a New Mexico LLC that’s taxed as an S-Corporation into a Delaware C-Corporation involves several steps and requires various documents. It’s important to note that this is a complex process that may have significant legal and tax implications. Therefore, it’s highly recommended to consult with a legal professional or a tax advisor for personalized advice.

1. New Mexico LLC Dissolution

Firstly, the LLC must be dissolved in New Mexico. This typically involves:

• Filing a Statement of Dissolution with the New Mexico Secretary of State.
• Settling any outstanding debts and obligations.
• Distributing remaining assets to the LLC members.

2. Formation of a Delaware C-Corporation

Next, a new C-Corporation must be formed in Delaware. This generally requires:

• Filing a Certificate of Incorporation with the Delaware Division of Corporations.
• Creating a set of bylaws to govern the corporation.
• Issuing stock to the initial shareholders.

3. Federal Tax Considerations

On the federal level, the IRS requires specific documents:

• Filing Form 8832 (Entity Classification Election) to change the tax classification from an S-Corporation to a C-Corporation.
• Filing Form 2553 (Election by a Small Business Corporation) to revoke the S-Corporation status.

4. Other Considerations

There may be other considerations and documents required depending on the specifics of your situation. For example:

• If the LLC has any contracts or agreements in place, these may need to be transferred or renegotiated.
• If the LLC has any licenses or permits, these may need to be transferred or reissued.

Please note: This is a general guide and may not include all the steps or documents required for your specific situation. The process can be complex and may have significant legal and tax implications. Therefore, it’s highly recommended to consult with a legal professional or a tax advisor for personalized advice.

For more information, you can visit the New Mexico Secretary of State and the Delaware Division of Corporations websites.