Thursday, November 07, 2002

how can I convert my company into a Delaware company?

A recent client question, and my response:

Question: I have a Florida LLC, and I wish instead for it to be a Delaware, LLC. What are my options?

Answer: One of the beautiful aspects of Delaware Corporate Law is that it is so flexible and internally consistent. You have several options. One option, that would probably be too burdensome, is that you can create a Delaware LLC, and then sell the Florida assets and contracts to the Delaware company. Another less burdensome option to consider is to create a Delaware LLC (maybe even with the same name as the Florida LLC), and then merge the two companies, leaving the Delaware LLC as the surviving entity. Similarly, you can convert other entities, such as a regular corporation, or an S Corp, or a Close Corp, or a Partnership, or a LLP, into an LLC or one of the other sorts of entities, or amend your existing entity to reflect the changes in your business. We can do many different things to keep the structure of your business in tune with the changing laws and the focus of your business. These transactions should be drafted and/or reviewed by a Delaware Attorney.

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