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

As a successful freelancer in Delaware, you might be considering converting your LLC to a C-Corp in 2026. This transition can unlock new opportunities for funding and growth, but it's crucial to understand the implications. Check out our guide on setting up a corporation in Delaware for step-by-step instructions. This guide provides a clear roadmap for Delaware freelancers considering this change.

When to Convert

• Seeking Venture Capital: VC firms overwhelmingly prefer investing in C-Corps due to their established legal framework and equity structure. If you plan to raise venture capital, converting is essential.
• Planning for Stock Options: C-Corps are ideal for issuing stock options to attract and retain talent. This is difficult to execute properly with an LLC.
• Complex Equity Structures: If you need multiple classes of stock or complex equity arrangements, a C-Corp provides a more flexible and understood framework.
• Significant Revenue Growth: As your freelance business scales significantly, the tax advantages of an LLC may diminish, while the C-Corp structure can offer benefits through corporate tax rates and deductions.
• Desire for a More Formal Structure: A C-Corp provides a more formal corporate governance structure, which can be beneficial for long-term growth and attracting larger clients.

Conversion Steps

1. Assess Your Business Needs: Evaluate your current and future business needs. Determine if the benefits of a C-Corp outweigh the costs and complexities for your freelancing business. Consider your revenue projections, funding plans, and long-term goals.
2. Choose a Corporate Name: Select a unique name for your C-Corp that complies with Delaware naming requirements. Check the Delaware Division of Corporations website for name availability.
3. File a Certificate of Incorporation: File a Certificate of Incorporation with the Delaware Division of Corporations. This document outlines the basic information about your C-Corp, including its name, registered agent, and authorized shares. The filing fee is $89 as of 2024, but confirm for 2026.
4. Appoint a Registered Agent: Delaware requires all C-Corps to have a registered agent with a physical address in the state. The registered agent receives legal and official documents on behalf of your corporation. Lovie can handle this for you.
5. Draft Bylaws: Create corporate bylaws that outline the rules and procedures for governing your C-Corp. This document should cover topics such as shareholder meetings, board of directors, and officer responsibilities.
6. Issue Stock: Issue shares of stock to the initial shareholders (likely yourself). Document the issuance of stock certificates and maintain a stock ledger.
7. Obtain an EIN: Apply for an Employer Identification Number (EIN) from the IRS. This is your C-Corp's tax identification number and is required for opening a bank account and filing taxes. Lovie can automate this for you.

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