Legal Question in Business Law in Colorado

Re: Changing from a Sub Chapter S Corp to an LLC

An LLC is a different type of entity from a corporation. Hence, you cannot simply amend the bylaws. However, there is a process in Colorado whereby a Colorado corporation can be converted into an LLC with the filing of some paperwork with the Colorado Secretary of State. You should contact an attorney for more information.

Re: Changing from a Sub Chapter S Corp to an LLC

Hello,

You should really speak with legal counsel and an accountant as to the best manner to proceed and to correctly establish your entity.

You cannot simply amend the bylaws for various reasons: an LLC uses an operating agreement not bylaws; for tax purposes an amendment does not notify the IRS as to this change; and for Colorado Secretary of State purposes the mere amendment does not comply with state law.

You are making a huge mistake by not discussing this issue with counsel and appropriately changing the entity. Moreover, in your question you stated "we" which implies that you want to establish a multi-member LLC. If so, having a written operating agreement is absolutely critical.

Please get professional advice or you may be in for rude surprise from the state, the IRS and any parties in which this entity will deal with.