LLC to C Corp Conversion, Real Cost, Taxes and Your EIN
What each state calls the filing that turns an LLC into a C corporation, what it costs, and whether your EIN survives it.
In This Article
- Two jobs are both called converting to a C corp. One is a tax election on Form 8832. It keeps your LLC and keeps your EIN. The other changes the entity with your state, and that one usually needs a new EIN.
- Delaware charges $184 for the conversion and at least $109 for the certificate of incorporation. They go in together, so $293, before speed or a certified copy.
- Texas charges $300 for the certificate of conversion and $300 for the new certificate of formation. That is $600, and the state says both fees go in one payment.
- The swap is usually tax free under section 351. The trap is section 357(c). If the new corporation takes on more debt than your tax basis in the assets, the gap is taxable gain.
- Your qualified small business stock clock starts the day the shares are issued. The LLC years do not count. For shares issued after 4 July 2025 the exclusion is 50 percent at three years, 75 percent at four, and 100 percent at five.
6
Total Steps
$293–$600
Est. Total Cost
Hours to a few weeks, set by the speed you pay for
Timeline
Hard, use a lawyer
DIY Difficulty
Your investor wants a Delaware C corporation. The state filing behind that costs $293, which is $184 for the conversion plus $109 for the certificate of incorporation, both from the Delaware fee schedule revised on 1 August 2026. Everything on top of that is legal drafting, and you cannot judge that bill until you know which of two jobs you are buying.
The two jobs get mixed together constantly. The IRS does not mix them, and neither does your EIN.
Before you start, pick which conversion you need
Converting an LLC to a C corporation means one of two jobs. A C corporation is a company that pays federal income tax on its own profit, instead of passing that profit to the owners' personal returns. An EIN is the nine digit number the IRS uses to identify a business.
Job one is a tax election. The LLC stays an LLC. You file IRS Form 8832 and the IRS taxes it as a corporation from then on. Nothing goes to your state and the state charges nothing.
Job two changes the entity. Your LLC stops being an LLC and becomes a corporation under state law. That takes a filing, a fee, and a new set of corporate documents.
| Question | Form 8832 tax election | Entity change with the state |
|---|---|---|
| What changes | Only how the IRS taxes you | The company itself |
| State filing | None | Certificate of conversion plus a certificate of incorporation |
| State fee | $0 | $293 in Delaware, $600 in Texas |
| Your EIN | Kept. Form 8832 instructions say an entity keeps its EIN when its tax classification changes | Usually new. The IRS says get one when you end an LLC and form a corporation |
| What owners hold | Membership interests | Shares of stock |
| Undoing it | No second election for 60 months without IRS permission | Convert back, and pay again |
| Section 1202 | Section 1202 covers stock in a C corporation | Shares issued at conversion can start the clock |
Investors and buyers almost always mean job two. A priced round runs on stock, and section 1202 of the tax code excludes gain on stock in a C corporation, so the shares have to exist. If your accountant only wants the corporate tax rate, Form 8832 may be all you need, and it costs nothing to file.
If you have not settled whether a corporation is the right home at all, our LLC and corporation comparison covers that choice, and C corp and S corp covers the one after it.
Step-by-Step Process
- 1
Choose the state and the route
Pick where the corporation will live before anything else, because the fee and the paperwork both follow that choice. Most funded startups pick Delaware. Staying in your own state is cheaper and works fine if you are converting for tax or for a buyer rather than for a venture round.
Then check that your state offers a statutory conversion. That is a single filing that turns one entity into another, with no hand transfer of assets. Delaware and Texas both offer it. Where a state does not, you form the corporation first and merge the LLC into it. That costs more and takes longer.
If the goal is a different state rather than a different entity, that is a separate filing, covered in moving an LLC to another state.
$0Same day Nothing filed yet - 2
Get the members to approve a plan of conversion
The plan says what the LLC becomes, how each member's stake turns into shares, and when it takes effect. Read your operating agreement for the vote it demands. A member who signed up for a share of profit is now being handed stock in a company that pays its own tax. This is the step where a quiet member gets loud.
This is drafting work, and it is where a lawyer earns the fee.
Legal draftingA few days to a few weeks Internal, no state filing - 3
File the conversion and the incorporation together
Delaware takes $184 for the conversion of another entity into a corporation, and its fee schedule says a certificate of incorporation must be filed at the same time. That certificate starts at $109 and rises with the number of authorised shares. Texas uses Form 636, the certificate of conversion of a limited liability company converting to a corporation, at $300, and its fee page says the payment must also carry the $300 formation fee.
One filing without the other is the most common rejection on this job. If you would rather hand the filing to someone, our formation service comparison covers who does state filings and what they charge.
- 4
Settle the EIN question
The IRS says an LLC needs a new EIN when it ends and a new corporation is formed. It also says a corporation does not need one when it converts at state level without changing its business structure, and the Form 8832 instructions say an entity keeps its EIN when only its tax classification changes.
Read those together and the answer falls out. A pure tax election keeps the number. An entity change that ends the LLC and creates a corporation normally means applying again, free, at the IRS. Ask your accountant to write down which one you did, because the first corporate return has to carry the right number.
- 5
Issue the stock and start the clock
Shares issued on the conversion date are what a future buyer buys, and section 1202 treats stock received for property as acquired on the day of that exchange. So the years your LLC already ran do not count.
For stock issued after 4 July 2025 the law excludes 50 percent of the gain at three years, 75 percent at four and 100 percent at five. The cap is the greater of $15 million or ten times your basis in the shares. The company's gross assets have to stay at or under $75 million through the issuance.
$0 at the stateSame day as the conversion Internal stock ledger - 6
Close out the old entity's state account
Delaware charges its LLCs a flat $300 annual tax, due 1 June, with a $200 penalty for paying late, and the conversion line on its fee schedule adds tax when a Delaware entity converts. The Division of Corporations asks you to contact its Franchise Tax Section before you file anything that ends an entity's existence.
The new corporation then joins a different schedule. A Delaware corporation files an annual report at $50 and pays a franchise tax of at least $175 under the authorised shares method, due 1 March.
Cost breakdown
Every fee below was read on the state's own fee schedule on 17 September 2026. The two lines to look for in any state are the conversion filing and the formation filing. Almost nobody quotes both.
| Item | Cost Range | Notes |
|---|---|---|
| Delaware certificate of conversion | $184 | Fee schedule revised 1 August 2026, one page document |
| Delaware certificate of incorporation | $109 and up | Must be filed at the same time. Rises with authorised shares |
| Delaware LLC annual tax on the way out | $300 | Due 1 June each year, $200 penalty if late |
| Delaware expedite | $100 to $1,000 | 24 hour $100, same day $200, two hour $500, one hour $1,000 |
| Delaware certified copy | $50 each | Your bank and your investors will both ask |
| Texas certificate of conversion, Form 636 | $300 | The state says the formation fee must be in the same payment |
| Texas certificate of formation | $300 | So $600 in total for a Texas corporation |
| Delaware corporation, every year after | $225 and up | $50 annual report plus $175 minimum franchise tax, due 1 March |
What to check in your own state
Delaware and Texas both let an LLC become a corporation with one filing, and both call it a certificate of conversion. Your own state may call it articles of conversion, or a certificate of entity conversion, and some states have no such filing at all.
Search your Secretary of State's form list for the word conversion. If a form exists naming an LLC converting to a corporation, that is the cheap route. If nothing comes back, your route is a merger, which means forming the corporation first, merging the LLC into it, and paying for both.
Then find the fee schedule and read two lines, not one. The conversion fee is never the whole bill, because a new corporation has to be created at the same time and the state charges for that too. Texas states this on its own fee page and Delaware prints it as a footnote under the corporate conversion block.
How long it takes
The filing itself is fast and the speed is a price, not a queue. Delaware sells 24 hour service at $100, same day at $200, two hour at $500 and one hour at $1,000 per document. The slow parts sit either side of it, getting the members to sign the plan, and getting the new stock certificates and bank accounts in place afterwards.
Where this goes wrong
Six failures account for most of the mess, and five of them cost money.
- Using the old LLC's EIN on the corporation's first return, after an entity change that needed a new one.
- Counting the LLC years towards the section 1202 holding period. The clock starts at share issuance.
- Ignoring section 357(c). If the corporation assumes debt larger than your tax basis in the assets, the excess is taxable gain even though nothing was sold.
- Filing the conversion without the certificate of incorporation. Delaware requires them together and Texas requires the formation fee in the same payment.
- Converting a Delaware LLC out without paying its $300 annual tax, which the state collects on the way past.
- Electing on Form 8832 and then wanting to undo it. The instructions bar a second election for 60 months without a private letter ruling.
Frequently Asked Questions
Filing fees and tax rules change. Every fee and rule on this page was read at the state's own fee schedule, at the IRS, or in the US Code on 17 September 2026, and each source is linked below. A conversion changes how your business is taxed and who owns what, so speak to a lawyer and an accountant before you file.
Sources & References
- Delaware Division of Corporations fee schedule, revised 1 August 2026
- Delaware Division of Corporations, annual report and tax information
- Texas Secretary of State, business filings and trademarks fee schedule
- Texas Form 636, certificate of conversion of a limited liability company converting to a corporation
- IRS, when to get a new EIN
- IRS Form 8832, entity classification election
- 26 U.S. Code section 351, transfer to corporation controlled by transferor
- 26 U.S. Code section 357, assumption of liability
- 26 U.S. Code section 1202, partial exclusion for gain from certain small business stock
About the Author
Legal & Compliance Analyst
Daniel grew up in the shadow of Silicon Valley but chose the legal route over engineering, working as a paralegal for a corporate law firm specializing in mergers and acquisitions. He realized that early-stage founders were constantly making catastrophic legal mistakes because they couldn't afford a $500/hour attorney, prompting his move to B2B media.
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