reincorporation

Reincorporation is the process by which a company changes the jurisdiction of its incorporation or its legal form, while continuing to exist as a corporate entity. This can involve moving the charter from one state or country to another (often called domestication or re-domiciling), or converting to a different form of business entity. In some cases it occurs through a merger that results in a surviving entity with a new charter in the target jurisdiction.

Common methods include domestication, which transfers the charter to a new jurisdiction; statutory conversion, which changes the entity type (for example, from a corporation to a different form of entity); and mergers that lead to the formation of a new entity in the desired jurisdiction while dissolving the old one. Each method has different legal and administrative implications and may or may not preserve the same legal rights and obligations.

Reasons for reincorporation vary. Companies pursue reincorporation to gain access to more favorable tax regimes, more flexible corporate governance, or a regulatory environment suited to their operations. It can also align a company with its international footprint, facilitate cross-border financing, or simplify a multinational corporate structure by centralizing governance under a single charter.

Process and considerations. Reincorporation typically requires approvals from the board and shareholders, followed by drafting a new charter and bylaws and filing with the relevant corporate registry. Tax consequences, continuity of contracts, licenses, employment agreements, and regulatory approvals must be considered. Depending on the method, some entities maintain continuity of existence and liabilities, while others undertake a more formal dissolution and reformation.

Overall, reincorporation is a strategic corporate restructuring option that changes where or how a company is legally organized, with significant legal, tax, and operational implications.