how to convert a single member llc to a corporation


I'm thinking about registering a single member LLC to simplify tax reporting and costs involved with registration and maintaining a registered business. In the future, I'll need to raise capital and will have a need to convert to a corporation. I wonder, what is the process of converting a single member LLC to a corporation.

PS I'm a resident of New York City

LLC Corporation

asked Aug 29 '11 at 07:56
6 points
Get up to $750K in working capital to finance your business: Clarify Capital Business Loans

1 Answer


The process is pretty straightforward and I did the same when I moved my LLC from Ohio to Texas. You basically form the the new Corporation and merge the LLC into it via an Asset Sale Agreement.

I retained the services of a local attorney in Texas to help draft the Asset Sale Agreement. The agreement details the transfer of the Name, EIN, "books", assets, intellectual property, goodwill, and liabilities et al. In my case, the purchase price was $10 as it is an IT Consulting Practice and there are no tangible assets. My agreement laid out 25 clauses in all and I signed as the seller and buyer.

Upon the merger, you follow the State of New York process to dissolve the LLC. In my case, I had to send the IRS a change of address form since I moved States. I kept the same name and no other action was required with the IRS.

In all, it was only a couple hours of an attorney's time and worth the investment. This is especially true if you plan to get third-party financing as it will prove chain of Intellectual Property ownership etc.

answered Aug 29 '11 at 10:51
166 points
  • Upon further thought, you might need a new EIN for the Corporation entity since you want the IRS to change your tax treatment. In my case, I had a LLC treated as a S-Corp purchasing the same. – Tawman 13 years ago

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