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Domestication and Continuation in the U.S.A
There are often situations such as political unrest where a company created in one jurisdiction may seek to move its domicile to another. An example of this was in the waning days of Noriega in Panama when many Panama corporations voted with their feet and redomiciled in a more stable jurisdiction. Panama has, of course, long since returned to favor - see http://www.ibcf.com/panama_offshore_services.htm
Some jurisdictions are now falling out of favor due to recent OECD and FATF initiatives and many international companies have been domesticating in the United States. Delaware has long offered domestication provisions and this procedure is now available in Nevada and Wyoming as well.
Delaware, Nevada and Wyoming are also unique in that they also offer provisions to change an existing corporation to a Limited Liability Company. This can be critical when the entity is domesticating from an "offshore" jurisdiction. If the resulting US LLC is owned entirely by US non-residents, has no US-source income and is not engaged in trade or business in the US, it is not liable for the payment of income taxes or the filing of returns.
There are several important provisions under the Acts. As an example, the Delaware Act (§ 18-214. Conversion of certain entities to a limited liability company of the Delaware Limited Liability Company Act), provides that
" .the existence of the limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being."
In addition, existing obligations and contracts are not affected (unless by contract) so the ongoing health of the company should not be impaired.
More
information can be found by visiting
our website at www.ibcf.com,
or by emailing us at clientsupport@ibcf.com.
Previous
issues of the IBCF Newsletter can be
found at: http://www.ibcf.com/news/newshome.php
About
IBCF:
International
Business Company Formation, Inc. assists
legal professionals with company formation,
both internationally and offshore, and
with registered agent and corporate
document retrieval services throughout
the world.
International Business Company Formation
is an affiliate of National Registered
Agents, Inc., a fully licensed professional
Registered Agent for thousands of business
entities, large and small, throughout
the entire United States.
International
Business Company Formation, Inc. is
located in the historic district of
Tappan, New York, approximately thirty
minutes from midtown Manhattan.
International Business Company Formation,
Inc.
101 Main Street, Suite One
Tappan, New York 10983
Toll Free: 888-664-6263
Phone: 845-398-0900
Fax: 845-398-0808
www.ibcf.com
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