# Check-the-box election

> Form 8832 changes the tax classification and nothing else — and locks it for 60 months.

Source: https://lopifi.com/learn/convert-llc-to-c-corp/check-the-box-conversion
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**Can an LLC elect to be taxed as a C corporation?** Form 8832 changes the tax classification and nothing else — and locks it for 60 months.

The other route keeps the LLC as an LLC under state law and changes only its tax classification: a [check-the-box election](https://lopifi.com/md/glossary/check-the-box-election) on Form 8832 to be taxed as a corporation. The regulations spell out what that is deemed to be: the partnership contributes everything to a corporation for stock and distributes the stock to its partners.

> “The partnership contributes all of its assets and liabilities to the association in exchange for stock in the association, and immediately thereafter, the partnership liquidates by distributing the stock of the association to its partners.”

— [Treas. Reg. §301.7701-3(g)(1)(i)](https://www.law.cornell.edu/cfr/text/26/301.7701-3), An elective change from partnership to corporation, and what it is deemed to be

The election can take effect up to 75 days before it is filed or up to 12 months after. Once an entity has changed its classification by election, it generally can't change it again for 60 months.

— [Treas. Reg. §301.7701-3(c)(1)(iv)](https://www.law.cornell.edu/cfr/text/26/301.7701-3), After an elected change of classification, no second election for sixty months

**Statutory conversion**
- Pro: It becomes a real corporation, with stock and a board.
- Pro: Preferred stock and option plans under the DGCL.
- Con: A state filing and new governing documents.
- Best for: A startup about to raise money, whose investors want a Delaware corporation with stock.

**Check-the-box (Form 8832)**
- Pro: No state filing.
- Pro: Can be dated up to 75 days back.
- Con: It still has units and an operating agreement, not stock — investors rarely accept that.
- Con: No second change for 60 months.
- Best for: An LLC that wants corporate tax treatment and nothing else changed.

Two routes to a corporation.

## Where this page's rules come from

- [Treas. Reg. §301.7701-3(g)(1)(i)](https://www.law.cornell.edu/cfr/text/26/301.7701-3) — An elective change from partnership to corporation, and what it is deemed to be (regulation)
- [Treas. Reg. §301.7701-3(c)(1)(iv)](https://www.law.cornell.edu/cfr/text/26/301.7701-3) — After an elected change of classification, no second election for sixty months (regulation)
- [Form 8832 (Rev. December 2013)](https://www.irs.gov/pub/irs-pdf/f8832.pdf) (PDF) — Form 8832, Entity Classification Election (PDF) (form)

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