LLC vs Corporation — converting LLC to C-Corp for funding

I'm dealing with a situation and need some guidance.

converting LLC to C-Corp for funding. I've been dealing with this for about 7 weeks now and the situation isn't improving.

I have already consulted briefly with a lawyer but the other party is not cooperating.

Should I hire a lawyer for this or try to handle it myself?

I specialize in this area of law. Here's my take on the legal issues.

Based on what you've described, you likely have a viable claim under the relevant statute. The standard is whether a reasonable person would find the conduct actionable.

Before taking legal action, consider sending a formal demand letter. In many cases, this alone resolves the issue.

I had a similar issue and ended up consulting with an attorney. It was worth the $200-300 for the initial consultation just to understand my rights.

Been there. Here's what I learned.

What worked for me was having everything documented. It took 3-6 months but was worth it.

This happened to me too. Have you tried filing a complaint with the relevant agency? In my case they investigated and it got resolved without needing a lawyer.

Our LLC has been operating for 2 years. We're raising a Series Seed and the lead investor's term sheet requires conversion to a C-Corp. What should I know about the conversion process?

LLC to C-Corp conversion is routine but has several traps. Key considerations:

1. Tax implications: A statutory conversion (available in most states) or merger into a new C-Corp can usually be done tax-free under IRC § 351 if structured properly. But if the LLC has appreciated assets or retained earnings, the conversion can trigger a taxable event. Get a tax attorney involved early.
2. Equity conversion: LLC membership interests convert to shares. You'll need to establish authorized shares, par value, and a stock incentive plan (typically 10-15% option pool for the Series Seed).
3. Contracts and licenses: Review all existing contracts for change-of-control or anti-assignment provisions. Some may need counterparty consent.
4. IP assignment: Ensure all intellectual property is properly assigned from the LLC to the new Corp (or confirmed as surviving the conversion).
5. 83(b) elections: If founders receive restricted stock in the new Corp, they have 30 days to file an 83(b) election. Miss this deadline and the tax consequences can be severe.

Timeline: budget 4-6 weeks. Investors will want the conversion complete before funding closes.