Company

C-Corp Conversion Note

AI Diligence Console

Entity Conversion Note: Rovn LLC → Rōvn, Inc.

Date drafted: 2026-05-14 Status: Founder-authorized. Conversion in progress. Old entity: Rovn LLC (Georgia, formed 2025) New entity: Rōvn, Inc. (Delaware C-Corporation)

1. The decision

The founder is converting the operating entity from a Georgia LLC to a Delaware C-Corporation now, before the pre-seed close. This is the standard VC-ready structure for a post-money SAFE round.

Rationale, in plain language:

SAFE-friendly. YC post-money SAFE template assumes a C-Corp. Issuing SAFEs out of an LLC creates conversion mechanics that SAFE holders and the priced-round lead will eventually have to unwind, better to do the conversion once, before any external paper is signed.
Most institutional investors require Delaware C-Corp by the priced round. Converting now removes a Series A diligence blocker before it appears.
Founder QSBS (IRC §1202) clock. The five-year holding period for the §1202 $10M / 10x gain exclusion starts at the date of stock issuance by the C-Corp, not at LLC formation. Starting the clock early is a multi-million-dollar founder upside on a successful exit.
Standard cap-table tooling. Carta, Pulley, and similar platforms onboard C-Corps cleanly. LLC cap tables in those tools are second-class.
Re-papering happens once. All vendor contracts (AWS, Anthropic, Persona, Checkr, Drata, Cloudflare, Stripe, engineering vendor agreement + BAA) get re-papered under the new entity once, at conversion, rather than twice (LLC → C-Corp at Series A).

2. Structure changes: at a glance

Item	Old (Rovn LLC)	New (Rōvn, Inc.)
Entity type	Georgia LLC	Delaware C-Corporation
Governing law	Georgia	Delaware (DGCL)
Founder instrument	Member units	Common shares
Founder unit / share count	70 / 15 / 15 units (legacy LLC; one co-founder has since departed, see departure note below)	Per the current `CAP_TABLE.md`: 5,000,000 / 2,500,000 / 2,500,000 common shares, with the departed co-founder's 2,500,000 (25%) block pending counsel reallocation
Authorized capital	n/a	10,000,000 authorized common at incorporation
Voting	Founder 2.5 votes/unit; co-founders 1.0 vote/unit	One vote per common share (no super-voting class at this stage)
Governing doc	Operating Agreement	Bylaws + Stockholders Agreement
Vesting	4-yr / 1-yr cliff on co-founder units	4-yr / 1-yr cliff on co-founder common, vesting credit preserved from original LLC effective date
Option pool	Not formally established	Target ~10% pre-money reserve under the 2026 Equity Incentive Plan (subject to lead negotiation)
Pre-seed instrument	Would have needed special LLC mechanics	Clean YC post-money SAFE at $15M post-money cap ($2.25M target raise: $2.25M target / $2.75M hard cap)
HQ	Atlanta, GA	Atlanta, GA (Georgia foreign qualification under Delaware entity)
EIN	LLC EIN issued 2025	Available on request through diligence room access , new EIN if statutory conversion is treated as a new entity for federal purposes, or retained LLC EIN if F-reorg / Form 8832 path

3. Immediate action items (founder + counsel)

Corporate filings: Delaware

[ ] File Delaware Certificate of Incorporation through chosen counsel (10,000,000 authorized common; no preferred at incorporation)
[ ] Appoint Delaware registered agent (e.g., Cogency Global, Harvard Business Services, or counsel-provided)
[ ] Adopt Bylaws via Action by Written Consent of Sole Incorporator
[ ] Hold (or take by written consent) initial Board meeting, appoint officers, authorize share issuance, adopt 2026 Equity Incentive Plan, authorize bank account opening

Founder stock

[ ] Execute Founder Stock Purchase Agreement, Giles-Evan Mboumi (active founder; share count per current CAP_TABLE.md, fully vested)
[ ] Execute Founder Stock Purchase Agreement, Christian Montgomery (active founder; 4-yr / 1-yr cliff, vesting credit preserved from original LLC effective date)
[ ] Departed co-founder: paper the share repurchase / reallocation of the 2,500,000 (25%) block via counsel (Jason Thomas Acevedo); not yet legally effective
[ ] Execute Stockholders Agreement covering ROFR, co-sale, drag-along, information rights

CRITICAL: 83(b) elections: 30-day deadline

[ ] File IRS Section 83(b) election for each active founder receiving stock subject to vesting within 30 days of share issuance
[ ] Mail each via USPS Certified Mail with Return Receipt to the IRS service center for the founder's state of residence
[ ] Retain stamped copy of the form + certified-mail receipt + return receipt in the data room
[ ] Provide a copy to the company for the corporate records

This is the single most time-sensitive filing in the conversion. Missing the 30-day window is irreversible and converts every future vesting event into an ordinary-income tax event at then-current FMV. Counsel typically tracks this; founders should also self-verify mailing.

Georgia + multi-state

[ ] File Georgia Certificate of Authority (foreign qualification) so the Delaware entity can lawfully operate in Georgia
[ ] Appoint Georgia registered agent
[ ] State business / occupational license check for Georgia operating address

EIN

[ ] Confirm with counsel + tax advisor whether the conversion mechanic requires a new EIN application (SS-4) or retains the LLC EIN
Statutory conversion (DE §265) typically requires a new EIN
F-reorganization (IRC §368(a)(1)(F)) typically retains the EIN
Form 8832 + state conversion typically retains the EIN
[ ] If new EIN: file SS-4 promptly; update all vendor + bank records once issued

IP and contracts to re-paper under Rōvn, Inc.

[ ] Re-execute IP Assignment Agreements (or combined CIIAA) for both active founders under Rōvn, Inc.; confirm the departed co-founder's prior IP assignment survives departure via the Plan of Conversion / separation papers
[ ] Re-execute platform engineering partner (BAA executed; named under NDA to investors on request) services agreement under Rōvn, Inc.
[ ] If a warrant-holding engineering partner (named under NDA to investors on request) was issued under the LLC, re-paper its terms under Rōvn, Inc.
[ ] Re-execute or assign vendor agreements: AWS Customer Agreement + BAA, Anthropic Customer Agreement + BAA, Persona MSA + BAA, Checkr MSA + BAA, WorkOS MSA, Drata MSA + BAA, Stripe ToS / facility workflow layer onboarding, Cloudflare ToS, Sentry ToS

Banking, payment, ops re-paper

[ ] Open new operating bank account under Rōvn, Inc. (target Mercury or Brex)
[ ] File FinCEN beneficial ownership report for Rōvn, Inc. under the Corporate Transparency Act, within 90 days of formation
[ ] Move AWS billing to Rōvn, Inc.
[ ] Update Anthropic billing + BAA addendum reference to Rōvn, Inc.
[ ] Update Persona / Checkr / Drata / Stripe / Cloudflare / Sentry billing references
[ ] Migrate domain registrar records (rovn.to, passport.rovn.to, app.rovn.to, changelog.rovn.to) to Rōvn, Inc.
[ ] Update Google Workspace billing entity
[ ] Re-issue insurance certificates (general liability, E&O, cyber) to Rōvn, Inc.

Existing customer / design-partner notice

[ ] Notify any existing customers, design partners, and counterparties of the entity change. Have counsel provide a short notice letter template that confirms continuity of services and references the Plan of Conversion.

4. Tax / legal considerations to flag with counsel

Conversion mechanic choice. The three plausible paths each carry slightly different tax + administrative profiles:
Statutory conversion under Delaware General Corporation Law §265, single state filing; clean transfer of contracts; typically tax-deferred under IRC §351. New EIN typically required.
F-reorganization under IRC §368(a)(1)(F), treated as a mere change in form; tax-free; EIN typically retained. Counsel-preferred when available.
Form 8832 + state-level conversion: LLC elects to be taxed as a C-Corp for federal purposes, then state-level conversion. Some state-level paperwork still required.
QSBS (Section 1202). The five-year holding period begins on the date of stock issuance by the C-Corp. Confirm that founder shares are issued to individual founders (not to a holding LLC) so QSBS is preserved for each founder personally.
Section 83(b) elections. See the 30-day deadline above. The election fixes the founder's taxable basis at the FMV on the date of issuance, which is effectively zero for a pre-revenue conversion, and converts future appreciation to capital gains.
warrant-holding engineering partner (named under NDA to investors on request). If any warrant was issued under the LLC, the terms need to be re-papered under Rōvn, Inc. Confirm strike price, vesting / strike triggers, and the equity instrument type (warrant vs option vs profit interest) under the new entity.
Open IP and assignment chain. All work performed under the LLC must flow through to Rōvn, Inc. via either retroactive IP Assignment Agreements or via the Plan of Conversion itself. Counsel should ensure no gap.
Existing customer contracts. Most boilerplate agreements continue automatically under a statutory conversion. Counsel should confirm specifically for any agreement that has anti-assignment language.
State tax registrations. Georgia (and any other state where Rōvn does business) may require a new sales tax / withholding registration under the new EIN if a new EIN is issued.

5. Timeline estimate

With reasonable counsel, the conversion is a 2-4 week sequence:

Week	Workstream
Week 1	Engage counsel; pick conversion mechanic; draft Delaware Certificate of Incorporation, Bylaws, Stockholders Agreement, two Founder Stock Purchase Agreements (active founders), two 83(b) election forms; plus the departed co-founder's repurchase / reallocation papers
Week 2	File Delaware Certificate; adopt Bylaws + 2026 EIP; execute Founder Stock Purchase Agreements; issue founder shares; both active founders mail 83(b) elections via USPS Certified Mail within the 30-day window
Week 3	File Georgia Certificate of Authority; apply for new EIN (if statutory conversion); open Rōvn, Inc. operating bank account; begin vendor re-papering
Week 4	Complete vendor re-papering (AWS, Anthropic, Persona, Checkr, Drata, engineering vendor agreement + BAA, Stripe, Cloudflare, Sentry); domain registrar transfer; FinCEN beneficial ownership filing; insurance re-issuance

This can run in parallel with first investor conversations on the pre-seed SAFE, the SAFE itself is issued under Rōvn, Inc., so the conversion is a prerequisite to closing, not to first meetings.

6. Items requiring further founder input

These items are flagged across the rest of the raise package as counsel-tracked items that only the founder + counsel can finalize:

[ ] Counsel firm selection (and budget, typically $8K-$15K for the conversion package + 83(b) coordination)
[ ] Exact Delaware Certificate of Incorporation effective date
[ ] Original LLC operating agreement effective date (drives co-founder vesting cliff math + credit preservation)
[ ] EIN handling (new vs retained), counsel + tax advisor decision
[ ] Option pool sizing for the 2026 Equity Incentive Plan (target ~10% pre-money pending lead negotiation)
[ ] warrant-holding engineering partner (named under NDA to investors on request) terms under Rōvn, Inc.
[ ] D&O insurance scoping for the pre-seed close

After conversion is reflected in this package: - 04_data_room/01_company/COMPANY_OVERVIEW.md, entity, cap table summary, conversion history - 04_data_room/01_company/CAP_TABLE.md, full post-conversion cap table in shares - 04_data_room/01_company/INCORPORATION_DOCS.md, required documents checklist - 04_data_room/01_company/FOUNDER_AGREEMENTS.md, founder instruments under the C-Corp - 04_data_room/07_legal/LEGAL_OVERVIEW.md, governing law + conversion tax posture - 04_data_room/09_team/TEAM.md, founder ownership in shares - 04_data_room/09_team/ENGINEERING_PARTNERSHIP.md, re-papered IP assignment language - MASTER_SYNTHESIS.md and WAKE_UP_README.md, critical-path lists referencing conversion

Note on Excel cap-table sheet: the cap-table tab inside 02_financial_foundation/ROVN_3CASE_MODEL.xlsx still reflects the legacy LLC member-unit structure. The narrative model and integer revenue numbers are unaffected by the conversion (entity-form-neutral), but the cap-table tab needs a separate manual rewrite to match the current CAP_TABLE.md: shares 5,000,000 / 2,500,000 / 2,500,000 common, with the departed co-founder's 2,500,000 (25%) block marked pending counsel reallocation. Flag for the next financial-model pass.

End of conversion note.

Ask the AI agent about this section, the raise, compliance posture, or any cross-document question. Grounded in Rōvn's deep context, with on-page source citations.

AI queries route through AWS Bedrock under BAA · Anthropic Claude (Haiku 4.5) under BAA · zero-data-retention posture · no PHI in prompts.