Convert LLC to C-Corp: Solo Founder Delaware (2026) | Lovie

As a solo founder with an LLC in Delaware, you've likely enjoyed simplified operations and taxes. But as your vision expands and venture capital becomes a possibility, converting to a C-Corp becomes essential. This guide outlines the 'when,' 'how,' and 'why' of converting your Delaware LLC to a C-Corp in 2026, ensuring you're ready for growth. Check out our guide on corporate structure options in Delaware for step-by-step instructions. Let Lovie handle the complexities while you focus on building your business.

When to Convert

• Seeking Venture Capital: Most venture capitalists prefer investing in C-Corps due to their established equity structure and familiarity. Converting signals you're serious about raising capital.
• Planning Significant Expansion: C-Corps are better suited for complex business structures, multiple shareholders, and potential acquisitions, providing a scalable foundation for growth.
• Offering Equity to Employees: C-Corps easily facilitate stock option plans, attracting and retaining top talent by offering ownership in the company.
• Optimizing for Tax Advantages: While LLCs offer pass-through taxation, C-Corps allow for strategic tax planning, especially when reinvesting profits back into the business.
• Preparing for an IPO or Acquisition: C-Corps have a well-defined corporate structure that simplifies the process of going public or being acquired by another company.

Conversion Steps

1. Assess Your Current LLC Structure: Review your Delaware LLC's operating agreement, member details, and financial standing. Ensure all records are up-to-date and compliant with Delaware regulations.
2. Adopt a Plan of Conversion: Create a formal plan outlining the conversion process, including the transfer of assets and liabilities from the LLC to the new C-Corp. This plan needs to be approved by the LLC member(s).
3. File a Certificate of Incorporation in Delaware: File the Certificate of Incorporation with the Delaware Division of Corporations. This document establishes your C-Corp's legal existence. The filing fee is $89 as of 2024, but confirm for 2026.
4. Obtain an EIN from the IRS: Apply for a new Employer Identification Number (EIN) from the IRS for your C-Corp. This is required for tax purposes and to open a corporate bank account.
5. Transfer Assets and Liabilities: Officially transfer all assets and liabilities from your LLC to the newly formed C-Corp. This may involve updating contracts, bank accounts, and other legal documents.
6. Adopt Bylaws and Appoint Directors: Create corporate bylaws to govern the C-Corp's operations and appoint a board of directors to oversee the company's management.
7. File a Certificate of Cancellation (LLC): Once the C-Corp is fully operational, file a Certificate of Cancellation with the Delaware Division of Corporations to formally dissolve the LLC.

Start your formation with Lovie — $499 one-time, state filing fee included.