Over the years, I have seen situations where  clients from the midwest or west coast move to Arizona and bring their corporations that were created in their  former states of residence along with them. They continue their businesses out here or start  new businesses, but wish to use their old corporations. What are their options?

There are a number of options, the two simplest of which will be discussed here. First, the person can qualify the corporation to do business here in Arizona as a foreign corporation. The disadvantage with this method is that the person will wind up doing annual filings and possible tax returns in two states, incurring additional expense over the long run.

An alternative would be to domesticate the out-of-state corporation in Arizona by delivering articles of domestication to the Arizona Corporation Commission for filing and so remove the foreign corporation from the other jurisdiction in the manner set forth in Title 10 of the Arizona Revised Statutes.

When the articles of domestication are filed by the Arizona Corporation Commission, the corporation is treated as an Arizona corporation and subject to Arizona corporate laws. A limiting factor to this avenue is that the state where the corporation was formed must permit the transfer of corporate domicile. And not all states do so.

Part II of this blog will discuss the option for that situation.

Michael W. Margrave

Changing a Corporation's Domicile - Part I 1