Legal Question in Business Law in California

Re: Changing from LLC to C-corp

It is possible to convert and LLC to a corporation. You would start by filing Articles of Incorporation with a Statement of Conversion. Using this process will provide continuity the decision to use this versus a complete dissolution of the LLC and start a new corporatino should only be after speaking with an attonrey and a qualified tax advisor.

Whether you convert to a corporation or form a new corporation, you will need bylaws, stock certificates, etc. If you need assistance, please feel free to contact my office.

Re: Changing from LLC to C-corp

Your answer would depend on a few factors. If you are seeking the help of a lawyer, I can talk to you by phone. My firm does handle corporate entities including transfer of assets and LLCs converting into Corporations.

If you email me requesting my number, I can give it to you.

Re: Changing from LLC to C-corp

In most cases in order to "convert" an LLC into a C-Corp, one actually has to go through a complete merger, whereby a new entity is created. Of course, there are significant tax implications to this type of decision.

I offer prospective clients a free initial consultation.

I look forward to speaking with you.

Yours truly,

Bryan

Re: Changing from LLC to C-corp

There are notice of conversion documents that must be created and filed with the state, and each organization must properly document the decision and process in its records and tax filings. Consult with tax experts before deciding to do this or any change. Feel free to contact me for legal help in doing this.

Re: Changing from LLC to C-corp

There are three possible paths to transform a business currently run as an LLC to a business run as a corporation.

The first of these is to convert the LLC to a corporation. The statutory provisions for this are in the Corporations Code - some of them in the portion dealing with corporations, namely sections 1150 to 1160. The statutory provisions authorizing the conversion from the standpoint of LLC law, which should be read together with the foregoing, are codified at sections 17540.1 through 17540.9.

The second method is by merging the LLC into a corporation, which may be an existing corporation or a corporation newly formed for the purpose of merger with the LLC and having no prior operating history. This process is likewise authorized by the Corporations Code and the respective provisions are found at sections 1113 and 17550 to 17556.

The third method is to eschew merger or conversion, and simply sell the business to the corporation. (Well, it isn't that simple, but it can be done!)

The choice of method should not be made on the basis of "simplicity" alone. There are both accounting and legal considerations, as well as some factors that relate mainly to business judgment. Consider whether key contracts and leases can be brought forward; whether tax losses would be given up, whether creditors need to be paid off, and so forth.

Re: Changing from LLC to C-corp

Before you do this, you should consult with an attorney to make sure you really need the change.

Re: Changing from LLC to C-corp

You need to consider all options. Contact me directly.