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It is fairly unusual to change the domicile of a corporation today, unless there is some legal or economic reason to do it (smaller franchise tax, etc). With fax, phone and internet, you can be just about anywhere.

If no good reason, you should consider the following: register the old corp as a foreign corp in the new state.

However, to transfer from state to state you will need to open a new corporation, transfer all the assets from the old one (usually with supermajority shareholder permission), and then "terminate" the old one (which may take several years, and a court order to complete), again with supermajority shareholder voting to do it (and properly recorded, etc).

It may be much easier to simply "merge" the old company into the new one, which can be done very quickly, with a few forms to file and an "agreement" to have signed by the board of the old and the new corporations (with shareholder approvals, as necessary). The old one is technically "owned" by the new one, but the state regulators are less concerned because the new one will have all the same legal obligations of the old one, so nobody gets left "holding the bag".

Sometimes this is called a "reverse triangular merger", and occurs during a restructuring associated with capital investment tied to a different operating structure (e.g., public in Delaware vs private in Nevada).

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17y ago

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