USA Small Business LLC Taxed as C Corporation: Ordinary Dividends

Oct 29, 2023
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United States
I have a question about how taxation on dividends from a small business would work in the following scenario and whether the tax rules on Qualified Small Business Stock (QSBS) would apply.

Specifically, it is in a scenario where a business started as an LLC and later elected to be taxed as a corporation (as opposed to being a corporation from the outset). For example:
  1. The business is formed as an LLC in Wyoming in July 2021, with pass through taxation, owned by Joe as a natural person.
  2. In December 2023, the LLC elects to be taxed as a corporation.
  3. The LLC is:
    1. Owned by one or more individual (not corporation) including Joe.
    2. At least 80% of the LLC's assets are used for operations
    3. It is in the retail, wholesale, or manufacturing sector (printing/publishing/selling books)
    4. Assets are not over 50 million USD
  4. August 2026 comes around. Joe has now owned percentage of the LLC for over five years. The business starts to pay dividends.
  5. In other words, the business would qualify as a Qualified Small Business Stock (QSBS) on Joe's personal income tax return, if it were a corporation formed in July 2021. But it is an LLC which was formed in July 2021 and elected to be taxed as a corporation in December 2023.
Would the stock Joe owns still qualify as a Qualified Small Business Stock (QSBS)?

And would the dividends he earns after August 2026 be eligible for the better tax treatment given to dividends for small business stock?

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