About

We’re two non-US founders (50/50) currently operating a Delaware single-member LLC. We’re scaling and want to convert to a clean, investor-ready Delaware C-Corporation (or advise on the best structure), with proper governance, equity plan, and cross-border tax setup. We need a US startup attorney + CPA (either one firm/team or two collaborators) to own the transition end-to-end with a flat-fee proposal and a short, clear timeline. What We Need (Scope & Deliverables) A) Legal (Attorney) Advise on best structure (likely DE statutory conversion SMLLC → C-Corp) and confirm implications for non-resident founders. Draft/file all Delaware documents: Certificate of Incorporation, statutory conversion docs, initial board consents, bylaws. Founder equity: issue restricted common stock, set vesting (if recommended), 83(b) guidance and timelines. Equity plan: draft a standard 10–15% Option Pool (Equity Incentive Plan + Option Agreement templates). IP assignments: founder & contractor IP assignment templates and execution checklist. Compliance checklist: FinCEN BOI filing update, registered agent, foreign qualifications (if/when needed), contract novations (if needed). B) Tax & Accounting (CPA) Confirm EIN treatment post-conversion (and obtain/update if needed). US corporate tax setup (federal + relevant states), registrations, and accounting calendar. Cross-border guidance for non-resident owners: dividend/withholding, compensation vs. distributions, treaty notes, and practical playbook for paying ourselves compliantly. If we choose to remain LLC/partnership: 1065, 8804,8805,8813 non-resident withholding guidance (pros/cons vs. C-Corp). Set up a light chart of accounts + monthly close checklist (we use Stripe/Shopify; tools like QuickBooks/Zero acceptable). C) Banking/FinOps Pack (Light Touch) KYC update wording for bank and payment processors (non-resident founders). “Day-1” compliance checklist (sales/use tax if applicable, payroll/PEO if we hire US staff, W-8BEN/W-8BEN-E pointers). Ideal Profile US Startup/VC attorney with Delaware experience handling LLC→C-Corp statutory conversions and equity plans for early-stage companies. US CPA with international/non-resident founders experience (withholding, treaty analysis, ECI, reasonable comp vs. dividends). Comfortable working as a combined Attorney+CPA offer or proposing two coordinated bids. Provides flat-fee pricing with clear milestone schedule and a simple timeline. Must-Have Qualifications 10+ recent matters doing DE conversions or new DE C-Corp setups for non-resident founders. Sample/redacted docs list (bylaws table of contents, equity plan contents) to evidence competence. Clear 83(b) filing process guidance. Familiarity with FinCEN BOI and practical founder onboarding (bank KYC, Stripe/Shopify updates). Nice-to-Haves Experience with cap table software (Carta/Pulley) setup. Standard contractor PIIA (Proprietary Information & Inventions Assignment) templates. Simple option grant workflow and board consent templates. Deliverables & Milestones (Proposed) Kickoff & Structure Memo (2–5 pages): final structure recommendation, tax summary, timeline, checklist. Filings Pack: DE statutory conversion + Certificate of Incorporation filed; bylaws; initial consents. Founder Equity Pack: stock purchase agreements, vesting terms, 83(b) guidance email, cap table baseline. Equity Incentive Plan: plan docs + form option grant + board templates. Compliance Pack: BOI filing update confirmation, IP assignments, bank/processor KYC instruction sheet. Tax Setup Pack: EIN confirmation/updates, registrations, accounting calendar, non-resident distributions playbook. (You may propose a better breakdown—just keep it practical and flat-fee.) What We’ll Provide Current LLC formation docs, EIN letter, operating agreement, and bank/processor details. Founder passports/KYC, addresses, and country of tax residence. Current contracts and any existing IP/work-for-hire details. Success Criteria Clean Delaware C-Corp (or confirmed alternative) without disrupting banking, Stripe/Shopify, or contracts. Proper founder stock issued, 83(b) handled on time, option pool ready. Clear, written “run-book” for tax and compliance for non-resident owners for the next 12 months. Budget & Pricing Flat fee requested. Please break out Legal and Tax components (and any state filing fees). Indicate optional add-ons (cap table setup, contractor PIIA package, state foreign qualifications). Screening Questions (Answer briefly) How many DE LLC→C-Corp conversions for non-resident founders have you completed in the last 24 months? Provide a high-level step list and realistic timeline from kickoff to founder stock issuance (no fluff). What are the top 3 mistakes non-resident founders make in this conversion and how do you prevent them? Provide a sample (redacted) deliverables list you’ve used before (headings only are fine). Do you handle FinCEN BOI updates and 83(b) reminders? How do you ensure deadlines aren’t missed? If we stayed an LLC (partnership), outline the withholding mechanics and quarterly process in 5 bullets. Confirm your flat fee and what’s excluded (so there are no surprises). Red Flags (Please do NOT apply if…) You recommend Nevada/Wyoming or anything other than Delaware without strong reasoning. You can’t commit to flat-fee and a clear deliverables list. You don’t have recent experience with non-resident founders. How to Apply Send: brief intro, answers to screening questions, flat-fee quote, and 2–3 relevant client reviews (or references).