Startup Attorney-LLC-to-C-Corp Conversion, QSBS Setup, Equity Incentive Plan & Investor Docs

Project Overview We operate a revenue-generating SaaS company currently organized as an LLC. We need an experienced startup/corporate attorney to convert the company to a Delaware C-corporation for QSBS (Section 1202) eligibility, then build out the equity infrastructure needed to grant advisor equity and accept an outside cash investment — cleanly, on a fixed budget, with no scope creep. This is not a generic contract-template job. We need someone who has actually run LLC-to-C-corp conversions for founders and can speak fluently to 409A, Section 1202/QSBS, Reg D exemptions, and cap table mechanics without us having to explain the concepts to you. Engagement type: Fixed price per milestone (via Upwork milestones/escrow — no hourly, no open-ended retainer at this stage) Estimated total scope: 7 milestones, described below Start: Immediately upon acceptance of Milestone 1 deliverable Company Context (for scoping purposes only) Currently a single-member/multi-member LLC (state of formation: [insert state]) Actively cash-flowing business, not pre-revenue Goal: convert to Delaware C-corp, establish QSBS eligibility, create an equity incentive pool for advisors, and prepare to accept a cash investment from an existing relationship (not a VC round — a single individual investor) No existing cap table software in place No prior outside equity has been issued Scope of Work — Fixed-Price Milestones Each milestone below must be quoted as its own fixed price in your proposal. Do not submit a single lump-sum bid — I will not consider proposals that don't break out pricing per milestone as listed. Milestone 1 — Diagnostic Memo & Conversion Recommendation Deliverable: Written memo (not a call — a document) covering: Recommended conversion mechanism (statutory conversion vs. merger into newco) and why Confirmation of QSBS eligibility path and what disqualifies it Any tax exposure specific to converting a profitable, cash-flowing LLC (built-in gains, etc.) A fixed-fee quote and timeline for Milestones 2–7 based on what you find (may confirm or revise the estimates below) Acceptance criteria: Memo directly answers all four bullets above in writing, with citations to relevant IRC sections and DE statute where applicable. Not accepted if delivered as a verbal summary or generic boilerplate. Note: This milestone must be completed and accepted before any other milestone begins. Milestone 2 — Entity Conversion Deliverable: Certificate of Conversion + Certificate of Incorporation filed with Delaware Secretary of State New corporate bylaws Board consent / initial board actions adopting bylaws, appointing officers Conversion of existing LLC membership interests into shares of common stock, documented and reconciled EIN confirmation / any required IRS entity classification filings Registered agent set up (if not already in place) Acceptance criteria: State-stamped/filed conversion certificate provided, plus fully executed bylaws and board consents. Not accepted as a "draft pending my signature" — must be filed. Milestone 3 — 409A Valuation Coordination Deliverable: Attorney identifies and coordinates with a third-party 409A valuation provider (attorney is not expected to perform the valuation itself) Final 409A report delivered and its implications explained in writing (strike price guidance for option grants) Acceptance criteria: Signed 409A report in hand, with a one-page written summary of what it means for grant pricing. Milestone 4 — Equity Incentive Plan Deliverable: Equity Incentive Plan document, sized as a % of fully diluted shares (to be discussed — expect a small pool, not a large VC-style pool) Board resolution approving the plan and reserving the pool Form of stock option agreement AND form of restricted stock agreement (we may use either depending on the grant) Acceptance criteria: All three documents delivered as final, board-approved, and internally consistent with each other (pool size in plan matches pool size referenced in board resolution). Milestone 5 — Advisor Equity Grant Documentation Deliverable: Grant agreement for one named advisor, structured with milestone-based vesting (not time-based) tied to cumulative sourced revenue/deals — exact triggers to be provided by us Board consent approving the specific grant 83(b) election form, pre-filled and ready to file, with a written explanation of the 30-day filing deadline and consequences of missing it Acceptance criteria: Grant agreement correctly reflects milestone vesting language we provide (not generic 4-year time-based vesting — this is the most common error we will reject a deliverable for). Milestone 6 — Investor Documentation (Cash Investment) Deliverable: Subscription agreement (or convertible note, whichever we select after your Milestone 1 recommendation) for a single accredited individual investor Accredited investor questionnaire/certification Form D preparation and filing with the SEC (Reg D 506(b) exemption) + any required state blue sky filings Acceptance criteria: Form D confirmation of filing provided; subscription docs are investor-ready (no placeholder brackets left in the version marked "final"). Milestone 7 — Cap Table & Closing Binder Deliverable: Final post-transaction cap table (spreadsheet, fully diluted and as-converted) Complete closing binder: every signed document from Milestones 2–6 organized and indexed One (1) 30-minute call to walk through the binder and confirm we understand what we hold Acceptance criteria: Cap table numbers reconcile exactly with every grant/investment documented in the binder. This is the final milestone and final payment. Required Qualifications (do not apply if you don't meet these) Licensed attorney in good standing, admitted in at least one U.S. state; Delaware corporate law experience required (either DE-barred or regularly works with DE counsel) Demonstrable prior experience with LLC-to-C-corp conversions specifically — not just C-corp formations from scratch Working knowledge of Section 1202 / QSBS mechanics and how to preserve eligibility Experience drafting equity incentive plans, option agreements, and 83(b) elections for early-stage companies Experience with Reg D 506(b) offerings and Form D filings Can name the cap table tool(s) you've used (Carta, Pulley, Ledgy, etc.) even if we end up with a spreadsheet for this engagement Nice to Have Prior experience specifically with founders converting a profitable/cash-flowing LLC (not just pre-revenue startups) Familiarity with healthcare/dental services adjacent regulatory considerations (not required, just a plus) Application Requirements To be considered, your proposal must include: Answers to these screening questions (do not skip — generic cover letters will be rejected without a read): Have you personally handled an LLC-to-C-corp statutory conversion for QSBS purposes? Briefly describe one (client details may be anonymized). What disqualifies a company from QSBS eligibility at the time of conversion, and how do you check for it? What's the practical difference between vesting an advisor grant on a fixed schedule vs. on milestone triggers, and what changes in the paperwork? Do you personally file Form D, or is that typically handled by someone else on your team? A fixed price for each of the 7 milestones, not a single total Two work samples or anonymized references relevant to conversions or equity incentive plans Your realistic timeline for Milestone 1 specifically (we will not move forward on the rest until Milestone 1 is delivered and reviewed) Budget & Payment Terms Paid via Upwork fixed-price milestones with escrow funded per milestone before work begins on that milestone Payment released upon written acceptance of the deliverable against the acceptance criteria listed above — not upon time spent We are open to your proposed pricing per milestone; submit your numbers rather than asking us for a budget range first Out of Scope (do not include in your bid; flag separately if you think we'll need it) Ongoing general counsel / retainer work after Milestone 7 Litigation of any kind State tax filings beyond what's required for the conversion itself Negotiating deal terms on our behalf (we will provide final terms for you to document) Serious, qualified applicants only. Proposals that don't address the screening questions or that quote a single lump sum instead of per-milestone pricing will not be reviewed.