The business is currently a simple WA LLC with 3 Co-Founders each owning 33% of the company.
We have a termsheet for a VC investment that will require us to convert the LLC into a C Corp (the termsheet says Delaware, but the other investment party is also in WA state) so that the C Corp can issue Preferred Stock. Another stipulation is the ability to have a "buy-back" vesting, so if any co-founder leaves before 3 years the C Corp can buy-their shares back - giving everyone an incentive to stick around.
Q 1: What's the general process, and how long does it take to convert from an LLC to a C Corp?
Q 2: How can we minimize any tax implications? Ultimately, we want to own company in the new corporation and not have options or stock grants since these would be taxed based upon the valuation of the company after the money gets put in. We also don't want to be in a situation we have to "buy our shares" to receive any dividends or prior to a liquidation of the company.
Q 3: How much legal time does this usually take. We need to figure in the cost-of-raising capital into our decision whether we move forward with the raise. Since we're raising a smaller amount of money these costs could have a material impact on whether we move forward with the investment opportunity.