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

As your SaaS LLC gains traction, converting to a C-Corp in Delaware might become necessary, especially when seeking venture capital. Delaware is the gold standard for startups, offering a business-friendly environment, established case law, and no sales tax. This guide outlines the steps, tax implications, and key considerations for a smooth transition in 2026. Check out our guide on setting up a corporation in Delaware for step-by-step instructions. Let Lovie's AI-powered platform streamline the complex conversion process.

When to Convert

• Seeking Venture Capital: Most VCs prefer investing in C-Corps due to their familiar equity structure and potential for future acquisitions. Delaware C-Corps are particularly favored.
• Planning an IPO: C-Corps are the standard corporate structure for companies going public. Converting early simplifies the process later.
• Complex Equity Structure: C-Corps offer more flexibility in issuing different classes of stock, which is crucial for attracting and retaining talent with equity options.
• Significant Revenue Growth: While LLCs offer pass-through taxation, C-Corps might be more advantageous at higher revenue levels due to potential tax planning strategies.
• Attracting Top Talent: Many employees prefer stock options, which are more easily granted and managed within a C-Corp structure.

Conversion Steps

1. LLC Member Approval: Obtain unanimous consent from all LLC members to convert to a C-Corp. Document this decision in the LLC's operating agreement.
2. Name Availability Check: Ensure your desired C-Corp name is available in Delaware. You can check availability on the Delaware Division of Corporations website.
3. Draft Certificate of Incorporation: Prepare the Certificate of Incorporation for your new C-Corp, outlining details like the company name, registered agent, authorized shares, and purpose.
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. Dissolve the LLC: Officially dissolve your LLC by filing a Certificate of Cancellation with the Delaware Division of Corporations.
6. 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 opening a bank account.
7. Transfer Assets and Contracts: Transfer all assets, liabilities, and contracts from the LLC to the newly formed C-Corp. Update bank accounts, insurance policies, and other relevant documents.

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