A friend and I formed an Oregon LLC in 2008 for an online business. Now we're up and running and both working on it full-time. Now we've both moved to Texas and want to re-form as a Texas company instead of remaining an Oregon LLC and paying foreign entity fees.
We originally valued the company at $100 and as each put in $50 back when we had nothing but an idea. Today we have a working product and users and the valuation of the company, however we determine it, will surely be higher than $100. I also think it might be a good idea, upon re-forming in Texas, to add in reverse vesting, since we want to look for investors.
How is this going to work? If we valued the company at, say $100,000 today upon re-forming in Texas, would we really have to pay $50,000 each or grant it to ourselves free and count it as income tax? Even if we're the founders?
The main problem I see is how you transfer the assets of the first company into the new one.
Technically, when you create the new company, it contains nothing, so it's worth nothing. If you want to, you can again each put $50, that would work just fine. But the next step should be to transfer the assets (customers, product) from the old to the new. That's when you absolutely need to talk to a professional.
How much you value the company has nothing to do with tax until you sold it. Just look at your income statement for tax purpose. Your stock valuation is not there.