How to Convert Your Dropshipping LLC to C-Corp in Delaware (2026)

As your dropshipping business expands in Delaware, you might consider converting your LLC to a C-Corp. This guide outlines when and how to make the switch, covering key considerations for dropshippers operating in the First State. Using an AI-powered platform like Lovie simplifies the complexities of this conversion, ensuring accuracy and compliance every step of the way.

When to Convert

Conversion Steps

  1. Assess Your Current LLC Structure: Review your LLC's operating agreement, member details, and financial standing to understand the current state of your business. A thorough understanding of your current structure is essential before starting the conversion process.
  2. Draft a Plan of Conversion: Create a formal plan outlining the conversion process, including the transfer of assets and liabilities from the LLC to the new C-Corp. This plan must be approved by the LLC members according to Delaware law.
  3. File a Certificate of Incorporation: File a Certificate of Incorporation with the Delaware Secretary of State to officially create your C-Corp. The filing fee is $89 as of 2024, but confirm the latest fee schedule for 2026. This establishes the C-Corp as a legal entity.
  4. Obtain an EIN: Apply for a new Employer Identification Number (EIN) from the IRS for your C-Corp. This is required for tax purposes and to open a bank account. This is free and can be done online.
  5. Transfer Assets and Liabilities: Officially transfer all assets and liabilities from the LLC to the newly formed C-Corp. This includes bank accounts, contracts, and any other relevant business items.
  6. Adopt Bylaws and Issue Stock: Create corporate bylaws to govern the C-Corp's operations and issue stock to the initial shareholders, defining their ownership percentages. This solidifies the internal governance structure of the C-Corp.
  7. Update Licenses and Permits: Update all relevant business licenses and permits to reflect the new C-Corp entity. This ensures compliance with all applicable regulations for your dropshipping business.

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