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Need help understanding converting LLC to C-corp for fundraising: timing and costs?

Started by BankExaminer_2 · Jun 5, 2025 · 4 replies
For informational purposes only. Not legal advice.
BA
BankExaminer_2 OP

Running a Texas LLC for 2 years now, around $30K MRR. Got interest from an angel who wants to put in $150K but says I need to be a Delaware C-corp first.

How much should I expect this to cost and how long does it take? Want to know if we can close before year end.

SM
smalltownlegal_14

big warning: don't skip the tax planning. LLC-to-corp conversion can trigger a taxable event if done wrong. if your LLC has appreciated assets or retained earnings you could owe taxes on the conversion itself

CA
closing_arguments

fwiw as an angel I'll often cover or reimburse conversion costs as part of the deal. ask your investor - $4K is nothing on a $150K check and it removes a barrier

JF
Joe_from_TX_7

one more thing - once you're a C-corp you can do 83(b) elections if you issue restricted stock to cofounders or early employees. wasn't possible as an LLC. small silver lining of the conversion hassle

TRD
RiskAnalyst_14

PSA: many consumer protection statutes allow recovery of attorney fees and treble (3x) damages. This means even if your actual damages are small, the statutory multiplier can make it worthwhile to pursue. Check your state's consumer protection act.