Part I dealt with two methods for bringing a corporation formed in another jurisdiction here to Arizona where it will engage in business activities. Those two methods were either qualifying the foreign corporation to do business here in Arizona by the appropriate filing with the Arizona Corporation Commission or domesticating the foreign corporation in Arizona so that it would become an Arizona corporation. As pointed out in the prior blog, not all states permit domestication of entities.

So if the owners of the out-of-state corporation do not wish to follow the qualification process and do not have the domestication method statutorily available in their home state as an option, is there yet another alternative available? While slightly more complicated and more expensive to accomplish, the owners of the out-of-state corporation moving to Arizona could form a new corporation  in Arizona and then merge the out-of-state corporation into the newly-formed Arizona corporation so that the Arizona corporation would be the surviving entity and the out-of-state corporation would be the disappearing entity.

Filing of appropriate merger documents would be required in both states. And the owners of the out-of-state corporation  moving here would have to take care of all outstanding tax matters in the other state before completing the merger transaction.

Michael W. Margrave

Changing a Corporation's  Domicile-Part 2 1