Some founders in California may decide to incorporate their startup as a California C corporation rather than a Delaware C corporation.
However, most VCs who fund startups and investment bankers who later help with an initial public offering (“IPO”) prefer Delaware C corporations. There are many reasons to prefer Delaware as a state of incorporation/organization, including but not limited to, the elegance of Delaware corporate code (“DCGL”), the Delaware case law and venue for disputes (i.e., Court of Chancery), the optics of a national brand and/or company, and Delaware Secretary of State’s excellent customer service and fast filing process.
Problematically, California’s Secretary of State does not recognize a typical conversion from a California C corporation to a Delaware C Corporation. As a result, to change a startup company’s state of incorporation, we have “converted” California C corporations into Delaware C corporations by way of merger. This generally entails creating a new and similarly named Delaware corporation which will survive the California corporation; merging the California corporation with and into the new Delaware corporation; and allowing the new Delaware corporation to survive the merger and ending the existence of the California corporation.
However, like other entity conversions, this process is not a one-and-done. The California corporation has to ensure that it has not entered into any contracts before the merger that would effectively bar or require consent of third parties to the merger. The California corporation’s Board of Directors and shareholders must consent to the proposed Agreement and Plan/Certificate of Merger.
After incorporation, the newly-formed Delaware corporation’s Board of Directors must likewise consent to the merger and related documents before it occurs. The startup then needs to file the Certificate of Merger first in Delaware, and subsequently, file the Delaware-filed Certificate of Merger in California. Finally, the startup, now a Delaware company, must register to do business as a foreign corporation in California.
Smith Shapourian Mignano PC is available to answer any questions or concerns you may have regarding conversion by way of merger of a California C corporation to a Delaware C corporation.
This blog does not constitute solicitation or provision of legal advice, and does not establish an attorney-client relationship. This blog should not be used as a substitute for obtaining legal advice from an attorney licensed or authorized to practice in your jurisdiction. You should always consult a suitably qualified attorney regarding any specific legal problem or matter in a timely manner, as statutes of limitations may bar your claim.
9/12/2019 03:38:12 am
Landmarkpallavaa, is a beautiful sea face Resorts in ECR. Resorts offer family luxurious rooms for comfort accommodation to make your holiday remarkable.
10/7/2020 11:09:38 pm
Greetings to each one, it's really a particular for me to visit this website page, it comprises of helpful Information.
11/29/2020 07:56:16 pm
MyGSTZone - GST Return Filing Online with Learning about How to File GST Return Online at Lowest Fee for Business in Chennai, Tamilnadu anywhere. GST filing service & GST return consultant Chennai. GST filing in Chennai | GST return filing service online | GST return filing service provider | GST filing charges in Chennai | GST return consultant Chennai | GST filing service | GST filing consultants in Chennai
11/29/2020 11:47:38 pm
Get CMBT bus stand advertising agency and Hoardings in Chennai through Eumaxindia over Chennai cities. Look at cities, pics and get a free quote.
12/16/2021 03:04:33 am
Excellent post. I will be experiencing a few of these issues as well.
1/14/2022 01:10:04 am
The content is crisp and I would like to appreciate it because it help me in finding what was looking for on the internet. and it is very gainful content for me. thank you!
2/9/2022 10:11:37 pm
Digithy Internet Marketing Agency is a full-service digital marketing agency. We provide SEO, PPC, social media, web design and more.
2/9/2022 11:13:08 pm
For most up to date news you need to visit web and on web I observed this site page as a best site for freshest updates.
2/10/2022 12:01:20 am
Pleasant blog! Is your topic specially crafted or did you download it from somewhere?A topic like yours with a couple of basic adjustements would truly make my blog sparkle. Kindly let me in on where you got your subject.
2/14/2022 09:11:21 pm
Xpertscm construction Company is leading Architecture Services Company and ranking at the top most position in the list of construction companies in patna. They are involve in many commercial and residential projects.
2/26/2023 10:51:44 am
"As much as I am shocked and ecstatic to have won the Powerball drawing, the real winner is the California public school system". No one would convince me that winning this lottery Powerball or mega millions is not something that changes the way and view of life's prospects. My name is Edwin Castro and I am from California, United States. I won the Powerball Lottery on Nov 7 2022 and I am coming to say a wonderful and big thanks to Dr Anokokudo for helping me with the winning numbers for the Powerball Lottery. I was really overwhelmed the day I contacted Dr Anokokudo to help me win the California Powerball Lottery when he instructed me what to do. The time came to play the lottery and I did and believe me, it was exhilarating. I won the Powerball $2.04 Billion and collected the lump sum of $997.6 Million and the November Powerball drawing raised a record $156.3 million for the California public school system. I am indeed thankful to Dr Anokokudo and others who helped me with his contact. Anyone who reads my comments should also try to contact Dr Anokokudo at ANOKOKUDOTEMPLE@GMAIL.COM
3/9/2023 10:57:10 am
Stones and Cabinets City delights our customers and makes them proud of their houses by making the complex simple. Our expert designers are dedicated to producing layouts that ensure your design is distinctive to our clients’ liking as well as functional.
3/9/2023 10:59:33 am
Maintaining the safest driving records on the road, our drivers are the company's most valuable assets and the reason for our growth and success.
3/9/2023 11:01:34 am
I-Cell Station identify your cell phone issues for free so that we can offer you the best possible solutions. We have expert-level solutions for all damaged cell phone devices, from screen replacements to charging ports and batteries, cameras speakers, back glass to motherboard level repairs.
3/9/2023 11:03:29 am
A blog is a discussion or informational website published on the World Wide Web consisting of discrete, often informal diary-style text entries. Posts are typically displayed in reverse chronological order so that the most recent post appears first, at the top of the web page
3/9/2023 11:05:18 am
Click on the Order Online tab above and we'll deliver right to your office. And be sure to make use of our advance order feature to ensure that your food is delivered exactly when you want it.
3/10/2023 12:00:08 pm
No matter where you are, every woman in the world always gives supreme attention to her looks and wants to make sure that she has the clothing items
Leave a Reply.