A corporation is a citizen of the state in which it is incorporated. If a corporation wants to change its state of incorporation (also known as reincorporation), it must officially end its relationship with the original state and begin a relationship as a citizen of the new state. Each state has its own corporation laws, and the procedure for reincorporation may be different. Generally, there are three ways to change the state of incorporation: dissolve the corporation in the original state and start a corporation in the new state; form a corporation in the new state and merge the old corporation into it (a “reorganization”); or dissolve the old corporation and reincorporate in the new state by filing a conversion certificate.
Obtain the consent of the corporation’s board of directors and shareholders, if necessary, to change the state of incorporation. For a small business with one or two owners, this step may not be necessary, as a simple decision by the owners is sufficient to move forward. However, if there exists a more formal corporate structure, a corporate resolution would be needed to make such a significant change in operations.
Dissolve the corporation in the original state. In most states, corporate registrations are handled by the secretary of state’s office. At the secretary of state’s website a corporation can find the information for filing a certificate of dissolution or other document required by the state to end the corporation’s registration. It is important to properly dissolve the corporation in the old state; otherwise the corporation will continue to be obligated to pay state taxes.
Start a new corporation under the same name by filing articles of incorporation with the secretary of state’s office in the new state if your corporation has few assets and a change in the employer identification number (EIN) for your business will have no consequence. Dissolving the old corporation and starting a corporation in the new state requires the corporation to file a final tax return for the dissolved corporation and obtain a new EIN from the Internal Revenue Service for the new corporation, closing bank accounts and relationships under that old number. For a small business, a change in its EIN may not make much of a practical difference, so this method of changing the state of incorporation may be the easiest.
Start a corporation under the same name in the new state and merge the old corporation into it if your corporation has significant assets and you do not want to change the corporation’s EIN. In most states, the secretary of state’s website contains all the information needed to file articles of incorporation for a new corporation and prepare a certificate of merger. This certificate informs the state that two separate entities will be combining operations and states which entity will survive the merger. List the new corporation as the surviving entity. For federal tax purposes, this sort of merger (known as an "F reorganization") is considered a formality, and the new corporation is able to retain the old corporation’s EIN and tax attributes.
File an application to operate as a foreign corporation in the new state along with a certificate of conversion if the new state has a conversion statute. Some states, most notably Delaware, have a provision in their corporation law that allows foreign corporations (corporations that are incorporated in an outside state but have permission to do business in this state) to convert to a domestic corporation by filing a certificate of conversion. Applications to operate as a foreign corporation and certificates of conversion would be handled by the same state office that handles the filing of articles of incorporation (usually the secretary of state’s office). Instructions, templates and filing fees can be obtained from the state website.
If the corporation is a nonprofit, it cannot change its state of incorporation without losing its tax-exempt status with the IRS. Consult an attorney, accountant or other expert regarding the best way to relocate a nonprofit.
Changing the state of incorporation can be easy if the corporation is small. It can be complex if the corporation is large, has employees and a headquarters or has significant assets. The primary consideration is not the paperwork but the tax implications. Consult an attorney or an accountant to prevent mistakes that can have significant tax consequences for the corporation and shareholders.
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