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I would like to change my Illinois LLC to a Delaware C-corp. Is this possible and how long does it normally take?

Chicago, IL |

The LLC was established in July 2011. We are generating revenue and understand there would be tax implications that we'll handle through our 3rd party accountant. I'm more concerned with understanding whether my regular attorney can handle this, and about how long I should expect it to take. Note: I am wanting to set up as a C-corp prior to going after venture capital. We also had the LLC set up as a sole member, but the C-corp will have multiple players involved from a shares perspective. No idea how that works, either, w/ regard to how many shares are issues, etc. Any help or advice would be appreciated.

Attorney Answers 3


  1. Yes you should be able to set up a new corporation in Delaware, your regular attorney would need to be comfortable with the Delaware rules as far as what needs to be filed with the division of corporations (or Secretary of State) and complying with other corporate formalities (initial meeting of incorporators, initial meeting of directors etc.). There may be certain provisions that you want set forth in the articles of incorporation specific to Delaware law... there would then be the matter of registering the "foreign" corporation in Illinois. As for shares of the new company, stock certificates would be issued to the owners in proportion to their ownership interests. Usually the corporation is authorized to issue say 10,000 shares of stock, but only issues 100 to begin with... for two owners/partners they would each receive 50 shares. There are corporate kits you can purchase online that contain blank share certificates and they would be completed and signed reflecting the issuance of the stock and kept with the books. You would also have minutes of the meeting to reflect this. As you mentioned in your question, my concern would be any tax implications before you head down this road. Also complying with the corporate formalities is essential to keeping the shield against personal liability in place. These formalities are typically more involved than with an LLC... You do have the option of adding members to the LLC and amending the operating agreement to take on new "partners." I'm not sure why it would matter in terms of seeking venture capital. Make sure you speak with your attorney to make sure you want to move from an LLC to a corporation...

    The above answer is not legal advice and does not create an attorney-client relationship. You can contact me directly at 978-657-5600 or by email at wgramer@oneillgramer.com.


  2. No, not every lawyer can handle venture capital capital, the nefarious crevasses of securities law, or even the creation of and merger or acquisition with a Delaware corporation. You should contact a local business and securities attorney like my firm to assist you. I also have some particularly well-suited advice on your situation if you would like to email me. Good luck!


  3. If your attorney hasn't done this sort of thing before, find someone who has. The change over of companies you wish to accomplish is full of tax and securities law issues on both state and federal levels. For example, are you creating options and warrants? For whom?

    Happy to assist further.

    The foregoing is not legal advice nor is it in any manner whatsoever meant to create or impute an attorney/client relationship.

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