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

Converting your Crypto & Digital Assets LLC to a C-Corp in Delaware can unlock significant advantages as your business scales. Delaware's well-established corporate law, particularly its Court of Chancery, provides a stable and predictable legal environment attractive to investors. This guide outlines the key considerations and steps for a successful conversion in 2026. Check out our guide on C-Corp formation in Delaware for step-by-step instructions. Let Lovie help simplify this complex process with AI-powered guidance and automation.

When to Convert

• Seeking Venture Capital Funding: VC firms overwhelmingly prefer investing in C-Corps due to their familiar equity structure and governance.
• Planning an IPO or Acquisition: C-Corps are the standard entity type for companies seeking to go public or be acquired by a larger corporation. Streamlining the process by proactively converting your entity is crucial.
• Expanding Operations Internationally: C-Corps are generally better understood and accepted in international business contexts, simplifying cross-border transactions and regulatory compliance.
• Implementing Equity Compensation Plans: C-Corps offer more flexibility in issuing stock options and other equity-based incentives to attract and retain top talent. This is essential for high-growth crypto businesses.
• Optimizing for Tax Efficiency: While LLCs offer pass-through taxation, a C-Corp may be more advantageous if you plan to reinvest profits back into the business, potentially benefiting from lower corporate tax rates. Consult with a tax professional to assess your specific situation.

Conversion Steps

1. Assess Your Current LLC Structure: Review your LLC operating agreement, member contributions, and capital structure to understand the existing ownership and obligations. Ensure all members are aligned on the conversion strategy.
2. Draft a Plan of Conversion: Create a detailed plan outlining the conversion process, including the exchange of LLC membership interests for C-Corp stock, valuation of assets, and allocation of shares. This plan must comply with Delaware law.
3. File a Certificate of Conversion: File the Certificate of Conversion with the Delaware Secretary of State, officially changing the entity type. The filing fee is $89 as of 2024, but is subject to change by 2026. Expedited filing options are available for faster processing.
4. Adopt C-Corp Bylaws: Create a new set of bylaws governing the C-Corp's operations, management, and shareholder rights. These bylaws should be consistent with Delaware corporate law and reflect the company's specific needs.
5. Issue Stock Certificates: Issue stock certificates to the former LLC members, reflecting their ownership in the C-Corp. Ensure compliance with all applicable securities laws and regulations.
6. Obtain a New EIN (if necessary): In some cases, the IRS may require you to obtain a new Employer Identification Number (EIN) for the C-Corp. Verify this requirement with the IRS or a tax professional.
7. Update Licenses and Agreements: Review and update all existing licenses, permits, contracts, and bank accounts to reflect the C-Corp's name and entity type. This is particularly important for crypto businesses subject to money transmitter licensing requirements.

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