Here's what my question comes down to. LLCs pass gains and losses along to their members (at least for
- Gross amounts, as though the company had always been a C-corp, with retained earnings being the (previously passed through) losses from the company's inception; -OR-
- Net amounts, such that common stock is reflected as the total of all LLC capital accounts on the conversion date; and with a zero retained earnings because the losses have all been passed out of the company to the members.
The company history is basically this (in round numbers):
- Started 6/15/2010 with calendar year reporting and $100,000 cash investment
- $60,000 losses in 2010
- $42,000 losses in 2011 through Nov. 30
- Converted to LLC on December 1, 2011
This happened in Colorado, where an LLC can directly convert to a C-corp. So it's the same legal entity, just with a different corporate form. Option 1 appeals to me intuitively as presenting a clean picture to investors reflective of the current corporate form. Tax books would of course look different from GAAP, which they will anyway. There's a dearth of information on how to do this so any input would be great. (Or even educated guesses!)>