Converting a Non-U.S. Entity to a Delaware Corporation

delaware llc domesticationClients continue to form Delaware companies daily, and enlist Harvard Business Services, Inc. (HBS) as their Registered Agent as Delaware continues to be the incorporation capital of the world. We have recently received numerous requests from clients based outside of the United States regarding converting, or “domesticating,” their already existing company based in another country into a Delaware company. In this case, clients decide to formally relocate an already registered entity in another country/jurisdiction to Delaware.

We are experienced at domesticating clients’ Cayman Island companies in Delaware as an LLC, for example. This process may seem stressful, but we make it easy for you.

For this process, a Certificate of Domestication and Delaware Certificate of Formation, Incorporation or Limited Partnership (depending on the entity type) can be filed with Delaware for approval. When HBS assists clients with this service, we generally receive the approved documents back from the state within 3 to 5 business days after the domestication certificate is signed and filed.

The domestication process requires answers to simple questions. To start, the state needs to know the type of entity being formed in Delaware.  Will the Delaware Company be a Limited Liability Company, or a Limited Partnership? If the entity will be a General Corporation in Delaware, the state needs to know the total amount of common shares, preferred shares (if any) and par value of the shares.  

If the company will be formed in Delaware as a Non-Profit Corporation, a purpose statement needs to be provided for the filing. More importantly, the state needs to know the country where the documents will be used.

Below, is other pertinent information necessary that is previous to the Delaware process in order to assist with the rest of the domestication process:

  • The exact name of the company (where it is currently formed)
  • The jurisdiction where the entity was first formed
  • The date that the company was first formed
  • The jurisdiction that constituted the seat or principal place of business
  • And what entity type (LLC, LP, Corp., Non-Profit) was the company in the original jurisdiction?

For the Delaware part of the domestication process, the essential information needed from the company in order to complete the filing, and also if HBS is assisting with the filing or being appointed as the Delaware Registered Agent, is the name of the company being formed in Delaware, the name of the communications contact along with the physical address, email address and phone number of this contact.

Then, we need to know the names of the initial members if forming an LLC in Delaware, the names and addresses of the General Partners for a Delaware LP, and the names of the initial directors if forming a Delaware General Corporation or Non-Profit Corporation.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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