1. Re-Domiciliation in an Offshore Country
2. Domesticating in Delaware
3. Important Information on a Certificate of Domestication
4. Delaware Company Domesticating into Another Country
5. Basic Requirements for Re-Domiciliation
6. What is Domestication?

Updated November 18, 2020:

A Delaware certificate of domestication is used when merging a foreign business with a Delaware one. In order to domesticate the business in Delaware, it must be approved by both jurisdictions. Most jurisdictions will approve this transfer whether it is between an offshore business and a domestic one or two separate domestic ones.

It is rare, however, for Delaware to allow a business to be domesticated in more than one place. If you are considering re-domestication, it is important to first check whether or not you can be domesticated in both areas. The process for completing the required paperwork will depend on this.

Re-Domiciliation in an Offshore Country

Re-domiciliation is also sometimes referred to as a domestication or transfer. It is the process in which a business transfers its home location from a foreign country to a new one. The business continues to carry on with normal business practices during this process. It is common for re-domiciliation to occur in offshore centers like the Cayman Islands or the British Virgin Islands.

Domesticating in Delaware

There is a special section of the Delaware Corporation Law that also allows businesses outside of the U.S. to domesticate in Delaware. Companies that want to domesticate in Delaware should complete the following steps:

  • File a certificate of domestication.
  • Include a certificate of incorporation or formation with it.

Submit the forms to the Delaware Secretary of State.

Important Information on a Certificate of Domestication

The Delaware certificate of domestication should include the following information:

  • Original name of the company.
  • The intended name of the company after domestication.
  • The date of formation.
  • Current place of domestication.
  • Effective date if approved.

Delaware Company Domesticating into Another Country

There is also a specific part of the Delaware law that allows Delaware-domesticated businesses to re-domesticate into another country. This process requires one of the following documents:

  • File a certificate of transfer.
  • File a certificate of transfer and domestic continuance.

A Certificate of transfer must include the following information:

  • The name of the company.
  • Intended name of the company after the transfer, if approved.
  • The date of filing of the certificate of incorporation.
  • The new jurisdiction.

It is also necessary to assign the Delaware Secretary of State as the agent of process and then to assign a new address to forward the process to. After the business has filed this paperwork, the business no longer exists in the state of Delaware. It is not common for Delaware to allow a business to exist both in the state and in the new foreign location.

Basic Requirements for Re-Domiciliation

Companies that are currently in an offshore location and wish to file for re-domestication must have the following documents:

  • Certified copy of the certificate of incorporation.
  • All articles with evidence as to the name and intended name of the company.
  • A legal certificate stating where the business was originally formed.
  • A signed affidavit from a director of the business stating that they do not hold any financial insolvency.
  • Effect of continuation.

If a business desires to continue their domestication in an offshore location, they must have the following documents:

  • Certified copy of the certificate of incorporation.
  • A certificate of good standing.
  • Certified copy of the business' bylaws.
  • Name of the registered agent in the offshore location.
  • A signed affidavit stating that there is no financial insolvency.
  • Statements that all current creditors received notification of the re-domestication.
  • Effect of continuation.

What is Domestication?

Domesticating a business is the process of moving the business charter to a new residence. There is an entire process required when moving charter locations. In most cases, re-domesticating will officially dissolve the business in its prior location. Once re-domesticated, the business will now be subject to the new locations' laws and business regulations. You can still register to do business in a new state without making it your official charter state.

Changing a business' domestication status will usually affect the taxes, fees, and business requirements for it. It is important to do your research before changing your business' domestication. You can change the domestic location of your business to any state or foreign area that supports it.

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