Convert LLC to C-Corp: CO Founder Pair Connecticut

As your co-founder pair LLC in Connecticut gains traction, converting to a C-Corp might become necessary to attract investors or implement equity structures. This guide outlines the steps and considerations for a successful LLC to C-Corp conversion in Connecticut in 2026. We cover this in depth in our resource on corporate structure options in Connecticut.

When to Convert

• Seeking Venture Capital Funding: Venture capitalists typically prefer investing in C-Corps due to their established equity structure and familiarity with the corporate governance.
• Planning to Issue Stock Options: C-Corps are better suited for issuing stock options to employees and advisors, which is a common practice for attracting talent.
• Expanding Operations Nationally or Internationally: The C-Corp structure is more easily recognized and accepted in different jurisdictions, simplifying expansion efforts.
• Preparing for a Potential Acquisition: C-Corps offer a cleaner structure for mergers and acquisitions, making the process smoother and more attractive to potential acquirers.
• Desire for a More Formal Corporate Structure: C-Corps provide a more defined corporate governance framework, which can be beneficial as your company grows and becomes more complex.

Conversion Steps

1. Initial Assessment and Planning: Evaluate the pros and cons of converting to a C-Corp, considering your long-term goals and financial situation. Consult with legal and tax professionals to determine the best course of action.
2. LLC Member Approval: Obtain unanimous consent from all LLC members to convert to a C-Corp, as required by Connecticut law. Document the decision in the LLC's meeting minutes.
3. Name Availability Check: Ensure the desired C-Corp name is available in Connecticut by checking with the Connecticut Secretary of the State's business registry.
4. Draft and File Certificate of Incorporation: Prepare and file the Certificate of Incorporation with the Connecticut Secretary of the State, outlining the C-Corp's name, purpose, registered agent, and initial directors. As of 2026, the filing fee is projected to be $250.
5. Obtain an EIN: Apply for a new Employer Identification Number (EIN) from the IRS for the C-Corp. This is required for tax purposes.
6. Transfer Assets and Liabilities: Transfer all assets and liabilities from the LLC to the newly formed C-Corp. This may involve updating contracts, bank accounts, and other legal documents.
7. Dissolve the LLC: File Articles of Dissolution with the Connecticut Secretary of the State to formally dissolve the LLC. Ensure all outstanding debts and obligations are settled.

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