Acme Tech scaled from one LLC to a Delaware C-Corp with $4M seed round
A 2-founder SaaS startup converted from a Wyoming LLC to a Delaware C-Corp ahead of a $4M seed round. File.Business handled the conversion, 83(b) filings, stock plan, and cap table in 17 days.
2 founders. 1 Wyoming LLC. Convertible-note-style fundraising not possible. No stock plan. No 83(b) protections. Lead investor unable to wire.
Delaware C-Corp with 10M shares authorized. 8M founder common (vested). 1.5M option pool. 83(b) filed 28 days post-incorporation. Lead investor wired on day 22.
Background
Two founders had been operating as a Wyoming LLC for 14 months, hitting $40K MRR with no outside capital. A lead investor offered a $4M seed round at a $20M post-money cap on convertible Series Seed Preferred. The term sheet required a Delaware C-Corporation with a standard option pool.
The founders had no inside legal team. The lead investor expected close in 4 weeks. File.Business was brought in by a referral to handle entity conversion, federal tax elections, equity setup, and ongoing compliance.
The entity stack
Outcomes
- 17-day end-to-end: conversion, EIN preserved, stock issued, 83(b) filed, option plan adopted.
- $4M closed on day 22: 5 days ahead of the term-sheet target.
- 83(b) filed for both founders within the 30-day IRS window . saved an estimated $180K in future tax at exit.
- Cap table live in File.Business Vault . investor reporting and ongoing 409A baselines maintained.
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