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Company structure for a solo bootstrapped founder with ambitions to scale?

Hey everyone, been working on an MVP for the past year and finally getting ready to launch this thing.

As this is my first venture I wanted to check in here for some advice on what the best corp structure to start this thing would be.

This is a bootstrapped venture that I’m launching in a small market as a proof of concept to start with. I’m looking for the best possible setup to be able to grow quickly and possibly look for outside funding for scaling the business faster in the future.

I believe the MVP will bring in some revenue fairly quickly. If it will be attractive enough for outside investment remains to be seen but I guess what I’m trying to say is that once launched I believe there is a decent chance I’ll be working on this for a while.

The dilemma is that every dollar and hour of admin work counts as a single founder that is bootstrapping so I’m looking for the solution that has the least headaches and is the most cost-effective.

Basically, would the best route just be to register as an LLC in my home state (Colorado) and worry about the transformation to a Delaware C corp if any VCs turn out to be interested later?

I was considering just launching the MVP as a sole proprietor but this is a subscription consumer app and I can’t stand the fact that it would be my personal name as the seller in the App Store rather than the company name.

That leaves LLC home state (CO) or C corp Delaware with a tool like clerky.

My concern with C corp is the money and time that will be spent on admin tasks.

The real question I suppose, is how painful is it to transform as an out-of-state LLC to Delaware C corp in the future? Would the fact that I'm a single owner of the business make the conversion easier? Is there an easy way to transform without triggering tax events?

Would love to get some thoughts and appreciate any advice from the community here.


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    @arsenewenger It's fairly easy to convert a Colorado LLC to a Delaware C-Corp. The fee is $164 (or $264 for same-day processing.)

    If you think your MVP will bring in revenue within the year (or if you'll seek VC funding within the year) then I'd say form once in Delaware. Otherwise, I'd form in Colorado and then convert. If you do form in Delaware now, you could elect to be taxed as an S-Corp so your corporate income will pass through to your personal taxes (like the LLC does) This is not always the best thing to do though so dig into this a bit if you go that route.

    If you're not including income taxes, it's much more cost-effective to form and operate as an LLC in Colorado rather than a Delaware C Corp.
    Formation in CO is $50, annual fee $10;
    Delaware's formation is almost $200 with an annual fee of $450.

    Regarding taxes, if you convert, generally, you'll do an "assets-over" conversion, which is when the LLC transfers all of its assets and liabilities to the newly-formed corporation in exchange for the corporation's stock being distributed to the LLC member. If more debt than assets are transferred, the LLC member will pay taxes on the forgiven debt. If there is no gain or loss, there will be no taxable event.

    Best wishes on your launch!

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