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Ask HN: How messy is it to re-incorporate an LLC into a C-Corp later?

I have heard converting an LLC into a C-Corp described as "messy" by several people on HN in different threads. If I am the sole shareholder of the LLC, can't I just close it and transfer the assets (which would probably just be my code) to the new C-Corp? How messy is it? Is it manageable by a decent lawyer, because I'll need that anyway when I start taking investment.

Longer version, with more background:

I have a site off the ground, but potential customers are balking at the lack of a terms of service. So I need to set up some sort of corporation. The agile programmer in me says set up an LLC. It's the simplest thing that could possibly solve this problem, and I can change it later.

On the other hand, I am planning on seeking angel investment within 2-3 months, and I hear investors prefer a C-Corp. But setting up a C-Corp in Delaware seems like a big hassle right now, when I just want to make a terms of service and accept some payments to verify my business model. My advisor says he can connect me to a good silicon valley law firm that will work on deferred compensation, but I'm worried this process will be too slow for now. I just want to deal with this and focus on getting more leverage, then reincorporate when needed.

So anyway, is the process of converting an LLC to a C Corp so messy that I should take time now to "get it right," or can I get away with just moving forward on my own, without lawyers, and dealing with it later, when I have more leverage?

Thanks for any advice.

7 points nathansobo 16 years ago 9 comments

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