How to Convert Your Co-Founder Pair LLC to C-Corp in Delaware (2026)

Converting your co-founder pair LLC to a C-Corp in Delaware by 2026 can be a strategic move as your business evolves. Delaware is the preferred state for incorporation, especially for C-Corps seeking venture capital, due to its established legal system and business-friendly environment. This guide outlines the process, tax implications, and equity restructuring considerations for a smooth transition. Let Lovie streamline your Delaware C-Corp formation with AI-powered precision, handling everything from filings to compliance.

When to Convert

Conversion Steps

  1. LLC Member Approval: The LLC members (co-founders) must formally approve the conversion to a C-Corp. This typically requires a unanimous vote, but review your LLC operating agreement for specific requirements.
  2. Name Availability Check: Ensure your desired C-Corp name is available in Delaware. You can check name availability on the Delaware Division of Corporations website.
  3. Draft Certificate of Incorporation: Prepare the Certificate of Incorporation for your C-Corp. This document outlines the corporation's name, purpose, registered agent, authorized shares, and other key details. Lovie can draft this for you, ensuring compliance with Delaware law.
  4. File Certificate of Incorporation: File the Certificate of Incorporation with the Delaware Division of Corporations. The standard filing fee is $89, but expedited options are available for faster processing.
  5. Obtain EIN from IRS: Apply for an Employer Identification Number (EIN) from the IRS. This is required for tax purposes and to open a corporate bank account. Lovie can handle the EIN application process seamlessly.
  6. Adopt Bylaws and Appoint Directors: Create corporate bylaws that govern the internal operations of the C-Corp. Appoint the initial directors who will oversee the company's management. For a co-founder pair, this will likely be yourselves.
  7. Transfer Assets and Liabilities: Formally transfer all assets and liabilities from the LLC to the newly formed C-Corp. This includes bank accounts, contracts, and intellectual property. Ensure proper documentation for the transfer.

Start your formation with Lovie — $20/month, everything included.