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IBCF: NEWS AND INFORMATION
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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.
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