I have a Texas LLC filing as a partnership. We want to convert to a Nevada C-Corp by forming the C-corp and exchanging all the ownership in the LLC for shares. Do we need a new EIN? Is there a special process to follow and if so what is it? I think we want to keep our existing EIN number because there will be less hassle with changing bank accounts, contracts, etc. We are in the process of raising capital.
You do not have a "Texas LLC filing as a partnership". You may have a Texas LLC that has elected to be taxed as partnership by filing the appropriate form with the IRS. A Texas LLC cannot "convert" to a Nevada corporation unless there is some provision in Nevada law that would permit that. If a corporation is chartered in Nevada it will be a C-Corp under the IRC unless it elects to be an S-corp. But, it will be a completely new entity and it will have to obtain it's own EIN number. You should obtain competent legal and tax advice concerning this proposed transaction. There are insufficient facts to permit any opinion concerning it's advisability. DISCLAIMER: This is not specific legal advice and does not create an attorney client relationship.
Estate Planning Attorney
I'm not sure why you are conducting the transaction this way because it is not something that I would recommend to my clients. But, to answer your questions, the new Nevada corporation will need a new EIN. It cannot use the TX LLC EIN.
It will be very difficult to convert your TX LLC to a NV corporation because each state has their own rules and government for registering entities. Therefore, if you wanted to convert from a TX LLC to a TX Corp, this would be easier since they deal with the same state government. The best thing to do here is form the Nevada Corporation and have it acquire the TX LLC in a tax free merger. This can be done in a number of ways but you should retain a tax attorney to help you. Once you do this, the IRS should let you use the old EIN as the new company will be "merged out" but this again will require the assistance of a tax attorney.
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