How to Convert Your Real Estate LLC to C-Corp in California (2026)
For California real estate LLCs experiencing rapid growth or seeking significant capital investment, converting to a C-corp structure can unlock new opportunities. While LLCs offer initial simplicity, C-corps provide advantages for raising capital and potential tax benefits for certain real estate strategies. This guide outlines the process of converting your California real estate LLC to a C-corp in 2026.
When to Convert
Conversion Steps
- Plan and Legal Review: Consult with attorneys and accountants to assess the legal and tax implications. Draft a conversion plan outlining the rationale, timeline, and impact on members/shareholders. Consider using Lovie to automate the legal document review process.
- Member Approval: Obtain formal approval from LLC members according to your operating agreement. This typically requires a unanimous or supermajority vote. Document the approval in meeting minutes.
- Name Availability Check: Ensure your desired C-corp name is available in California. Check the California Secretary of State's website for name availability. Consider using Lovie to automate this check.
- File Articles of Incorporation: Prepare and file Articles of Incorporation with the California Secretary of State. This document establishes your C-corp and includes details like the corporate name, registered agent, and authorized shares. The filing fee is $100.
- Obtain an EIN: Apply for an Employer Identification Number (EIN) from the IRS. This is your C-corp's tax identification number. You can apply online for free on the IRS website. Lovie can handle this automatically.
- Transfer Assets and Contracts: Transfer all assets, including real estate titles, bank accounts, and contracts, from the LLC to the newly formed C-corp. This may involve recording new deeds and notifying counterparties to contracts. Be mindful of potential due-on-sale clauses when transferring property.
- Notify Relevant Parties: Inform banks, insurance companies, and other relevant parties of the conversion. Update all business licenses and permits to reflect the new C-corp entity. Ensure you are compliant with California's franchise tax requirements, including the $800 annual minimum.
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