Delaware compliance for transitioning LLC structures

I researched Delaware statutory conversion/domestication procedures, required forms and fees, Delaware LLC statutory provisions, franchise tax and annual fees, registered agent rules, series-LLC provisions, and related federal compliance (EIN and BOI/FinCEN).

I used Delaware Division of Corporations materials and forms, the Delaware Code (Limited Liability Company Act), IRS guidance on EIN changes, and FinCEN BOI guidance. Key findings and practical compliance steps are summarized below.

Summary of research steps taken and analysis:

Retrieved Delaware Division of Corporations guidance pages and form templates for conversions/domestications, including specific PDF forms for "Non-Delaware LLC to Delaware LLC" conversions and the Certificate of Formation template. These documents show required simultaneous filings (Certificate of Conversion plus Certificate of Formation when moving a non-DE LLC into Delaware), execution/signature requirements, and per-document filing fee amounts as stated on the form templates.

Retrieved Delaware Limited Liability Company Act index (Title 6, Chapter 18) to confirm statutory basis for conversion/domestication and related sections (statutory conversion, certificate content, execution/authorized person rules).

Retrieved Delaware filing memo/cover-sheet instructions and Division of Corporations procedural guidance to confirm recommended filing order, cover memo usage, and expedited processing options.

Retrieved IRS guidance on when a new EIN is required following entity-structure or ownership changes. This clarifies federal tax identification responsibilities after conversions that change entity classification.

Retrieved FinCEN BOI page to confirm current (as of March 26, 2025) regulatory status of BOI reporting for U.S.-created entities

FinCEN published an interim final rule that exempts U.S. domestic entities from BOI reporting requirements; foreign entities registered in the U.S. may still have BOI reporting obligations under new deadlines. Key, verifiable findings (authoritative citations and verbatim excerpts included below): - Statutory basis and approach: - Delaware provides statutory conversion/domestication pathways under the Limited Liability Company Act (6 Del. C. Ch. 18). The Division of Corporations conversion guidance confirms Delaware law "allows for the conversion of one entity type to another entity type." (See conversion forms page and Delaware Code index.) - Required Delaware filings when moving an entity into Delaware (common flows): - For a non-Delaware LLC converting to a Delaware LLC: file a Certificate of Conversion (Non-DE LLC to DE LLC) and simultaneously file a Certificate of Formation. The Division of Corporations form instructions state a conversion and formation must be filed together. - Fees (as stated on official state form templates): - Non-DE LLC to DE LLC Certificate of Conversion form (Delaware Division of Corporations): "The fee to file the Certificate of Conversion is $220.00. A Certificate of Formation is required to be filed simultaneously with the Certificate of Conversion. ... The fee for filing the Certificate of Formation is $110." - Certificate of Formation standalone form (Delaware Division of Corporations): this form PDF states a different listed fee for filing a standalone Certificate of Formation: "The fee to file the Certificate is $90." - Note: expedited processing options are available (cover memo/priority fees shown in filing memo); certified copies and additional services carry extra fees. Always confirm fees on corp.delaware.gov or call the Division of Corporations prior to paymentsome fees differ by filing type (e.g., conversion vs standalone formation) and documents. - Annual compliance (Delaware LLC franchise/annual tax): - The Certificate of Formation PDF notes: "Annual Taxes in the amount of $300 for the limited liability company are due by June 1 of each year following the calendar year in which their Certificate of Formation becomes effective." (Delaware Division of Corporations form text.) - Confirm current franchise tax payment processes and due dates with the Division of Corporations (the Divisions website and franchise tax pages). If you foreign-qualify in other states, you must also maintain those states filings/taxes. - Registered agent requirement and filing logistics: - Delaware requires a registered agent in-state (the Certificate of Formation template requests the name and address of the registered agent). The Division of Corporations forms and instructions instruct you to list a Delaware-licensed registered agent in the formation. - Use the Divisions Document Upload Service or the mail/courier address (Delaware Division of Corporations, 401 Federal Street Suite 4, Dover, DE 19901). Include a cover memo with contact info and priority selection for expedited service. - Federal compliance effects to consider: - EIN: IRS guidance: "You need a new EIN, in general, when you change your entitys ownership or structure." The IRS page lists examples (e.g., incorporate; terminate an existing LLC and form a new corporation or partnership). Confirm whether your conversion changes federal tax classification (single-member LLC taxed as sole proprietor vs corporation, etc.)if classification changes, you may need a new EIN and to file new federal tax elections (Form 8832 or 2553 as applicable). - Beneficial Ownership Information (FinCEN/BOI): - FinCENs BOI page (interim final rule posted March 26, 2025) states: "All entities created in the United States including those previously known as domestic reporting companies and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN." However, foreign entities that register to do business in the U.S. (registered to do business before/after March 26, 2025) have BOI reporting deadlines and obligations per the updated rule. - Series LLC and other structural items: - Delawares LLC Act (Title 6, Chapter 18) is the statutory source for series LLC provisions and conversion language. Where you rely on series-LLC structuring, review the LLC Act provisions and consider counselseries structures have additional internal-record, asset segregation, and creditor-notice considerations. - Practical checklist and common pitfalls (derived from the forms, statute, and guidance):

Confirm the desired legal mechanism

statutory conversion/domestication vs merger vs forming new entity and transferring assetslegal and tax consequences differ.

Review governing documents and approval thresholds

member/board/shareholder approvals may be required per your current governing instruments and Delaware statutes.

Prepare and execute required documents

Certificate of Conversion (if moving into DE) + Certificate of Formation (when applicable); ensure authorized-person signature per 6 Del. C. 18-204.

Confirm fees (conversion fee, formation fee, certified copies, expedited processing) and include a complete cover memo; submit documents in the order the Division requests (Conversion first when required).

Update registered agent information and appoint a Delaware agent if forming or domestically converting to Delaware.

Confirm federal tax consequences

determine whether a new EIN is required and whether you need to file an entity classification election (Form 8832) or S-election (Form 2553). Coordinate with CPA/tax counsel.

Update business licenses, permits, contracts, bank accounts, IP assignments, employee payroll accounts, and state foreign qualifications as needed.

Confirm BOI/FinCEN obligationscurrently (as of March 26,

U.S.-formed entities are exempt; foreign entities registered to do business in the U.S. must comply under new deadlines.

Retain records of approvals, filings, and the stamped filed copies; order certified copies if required for third-party filings. Conclusions and next recommended steps for a business owner/LLC founder in Delaware

- Confirm the appropriate mechanism (conversion/domestication vs merger/dissolution) with your attorney and tax advisor. - Use the official Division of Corporations forms (or submit a custom-drafted certificate that meets statutory requirements) and include the required cover memo and fees. - Expect to pay conversion-related fees (per the Divisions forms: Certificate of Conversion $220; Certificate of Formation $110 when filed with a conversion in the Non-DE to DE conversion template) or the standalone formation fee ($90)verify which fee schedule applies to your filing. - Budget for Delaware annual LLC taxes ($300 due June 1 each year) and maintain Delaware-registered-agent service. - Evaluate federal tax and identification consequences: determine whether you must obtain a new EIN and whether any federal tax elections are necessary. - Check FinCEN BOI obligations if you are a foreign entity registering to do business in the U.S. or if circumstances change. If youd like, I can now: (A) draft a step-by-step checklist and timeline tailored to your specific transition scenario (e.g., converting a corporation to an LLC, domestication of an out-of-state LLC, forming a new Delaware LLC and asset transfer); (B) prepare draft Delaware Certificate of Conversion and Certificate of Formation templates for your review; or (C) assemble a compliance timeline with federal filings, EIN/IRS actions, state tax filing reminders, and recommended professional contacts.