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Does anyone here do BIZ FORMATION / STARTUP law?

Have some Q's abt converting from LLC to a C corp and some b...
Magical Indirect Expression
  09/19/17
I've dealt with this a little bit. Taking Q's for just the...
Insane jet-lagged feces
  09/19/17
What do I need to be aware of when doing the conversion (wit...
Magical Indirect Expression
  09/19/17
Create a brand new corp, elect 83b and then merge the LLC in...
Insane jet-lagged feces
  09/19/17
We want the same name though
Magical Indirect Expression
  09/19/17
Use the same name, but with an "Inc." at the end. ...
Insane jet-lagged feces
  09/19/17
The LLC needs to consent to it? How? If we are merging LL...
Magical Indirect Expression
  09/19/17
Simple letter on company letterhead signed by manager(s) / M...
Insane jet-lagged feces
  09/19/17
I'm not the person to answer tax questions confidently.
Insane jet-lagged feces
  09/19/17
How Is a merger different from a conversion?
Magical Indirect Expression
  09/19/17
why suggest a merger vs. a conversion?
Magical Indirect Expression
  09/20/17
There may be different tax implications. Other than that, no...
Insane jet-lagged feces
  09/21/17
Are you just looking to be taxed as a c-corp? You can check ...
Fishy Forum
  09/19/17
No, looking to bring in VC funding How closely will they ...
Magical Indirect Expression
  09/19/17
"looking for funding" "can i convert?? or ...
cracking dysfunction theater
  09/20/17
Then just deal with it when you're ready to take funding. N...
Jet house mexican
  09/20/17
...
Magical Indirect Expression
  09/19/17
...
Magical Indirect Expression
  09/19/17
...
Magical Indirect Expression
  09/19/17
...
Magical Indirect Expression
  09/19/17
...
Magical Indirect Expression
  09/19/17
...
Magical Indirect Expression
  09/21/17
WhaAt are you charging for this
vigorous angry whorehouse corn cake
  09/21/17
I think OP may have been brought in as an inexperienced GC t...
Insane jet-lagged feces
  09/21/17
...
Big School
  09/21/17


Poast new message in this thread



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Date: September 19th, 2017 3:08 PM
Author: Magical Indirect Expression

Have some Q's abt converting from LLC to a C corp and some basic formation considerations.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244236)



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Date: September 19th, 2017 3:09 PM
Author: Insane jet-lagged feces

I've dealt with this a little bit.

Taking Q's for just the next few minutes.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244253)



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Date: September 19th, 2017 3:12 PM
Author: Magical Indirect Expression

What do I need to be aware of when doing the conversion (within DE)? Current LLC is split 60/40 between two founders. No vesting of equity.

I'm concerned abt

- 83b election upon conversion. We'll get founders on a 4yr vesting schedule upon forming the c corp. it won't be too late to do the 83b election right?

- transfer of assets/debts from LLC to c corp. how do I do this?

- do we need to file a tax return for the LLC?

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244278)



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Date: September 19th, 2017 3:17 PM
Author: Insane jet-lagged feces

Create a brand new corp, elect 83b and then merge the LLC into it. Notify interested parties of merger. You will need to file final tax return for LLC.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244318)



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Date: September 19th, 2017 3:17 PM
Author: Magical Indirect Expression

We want the same name though

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244321)



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Date: September 19th, 2017 3:19 PM
Author: Insane jet-lagged feces

Use the same name, but with an "Inc." at the end.

Have the LLC consent to this.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244340)



Reply Favorite

Date: September 19th, 2017 3:20 PM
Author: Magical Indirect Expression

The LLC needs to consent to it? How?

If we are merging LLC into C Corp, why would the LLC need to file a final tax return?

Are there any tax implications for the merger? How is this different from a LLC to C Corp conversion?

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244351)



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Date: September 19th, 2017 3:21 PM
Author: Insane jet-lagged feces

Simple letter on company letterhead signed by manager(s) / Member(s) as relevant.

"To whom it may concern, [LLC] consents to [Corp] using the name [..........]."

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244355)



Reply Favorite

Date: September 19th, 2017 3:23 PM
Author: Insane jet-lagged feces

I'm not the person to answer tax questions confidently.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244376)



Reply Favorite

Date: September 19th, 2017 3:25 PM
Author: Magical Indirect Expression

How Is a merger different from a conversion?

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244397)



Reply Favorite

Date: September 20th, 2017 12:26 PM
Author: Magical Indirect Expression

why suggest a merger vs. a conversion?

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34250666)



Reply Favorite

Date: September 21st, 2017 7:22 PM
Author: Insane jet-lagged feces

There may be different tax implications. Other than that, no practical difference.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34263469)



Reply Favorite

Date: September 19th, 2017 9:09 PM
Author: Fishy Forum

Are you just looking to be taxed as a c-corp? You can check the box without converting your entity.

Most states will let you convert instead of merging. Simpler and less filing fees.

Your partnership is terminating, you need to do a final partnership return (assuming you haven't checked the box).

Hire a lawyer and accountant for a few hours.



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34246997)



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Date: September 19th, 2017 9:21 PM
Author: Magical Indirect Expression

No, looking to bring in VC funding

How closely will they scrutinize the legal stuff?

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34247091)



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Date: September 20th, 2017 12:29 PM
Author: cracking dysfunction theater

"looking for funding"

"can i convert?? or merge??? what are taxes like???"

im not confident in this deal.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34250685)



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Date: September 20th, 2017 12:36 PM
Author: Jet house mexican

Then just deal with it when you're ready to take funding. No need to think about this now. The lawyer who does your funding can take care of these mechanics -- no reason to do it now in preparation just to have a VC undo/redo it while you pay some junior associate $495/hr to surf xo and mess around with RSPA amendments.

You can sign a term sheet as the current LLC and just provide that a condition to closing is conversion into a DE corp.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34250723)



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Date: September 19th, 2017 3:44 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34244569)



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Date: September 19th, 2017 4:37 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34245050)



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Date: September 19th, 2017 5:39 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34245534)



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Date: September 19th, 2017 7:10 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34246289)



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Date: September 19th, 2017 8:34 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34246786)



Reply Favorite

Date: September 21st, 2017 7:09 PM
Author: Magical Indirect Expression



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34263386)



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Date: September 21st, 2017 7:18 PM
Author: vigorous angry whorehouse corn cake

WhaAt are you charging for this

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34263444)



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Date: September 21st, 2017 7:23 PM
Author: Insane jet-lagged feces

I think OP may have been brought in as an inexperienced GC to a startup.

(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34263474)



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Date: September 21st, 2017 7:22 PM
Author: Big School



(http://www.autoadmit.com/thread.php?thread_id=3736623&forum_id=2#34263471)