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Turn Your Non-U.S. Entity into a Delaware Corporation

July 20, 2026

Clients continue to establish Delaware companies every day and appoint a Registered Agent as Delaware continues to remain widely recognized as the incorporation capital of the world. We also frequently receive inquiries from clients located outside of the United States who are interested in converting, or “domesticating,” an existing company formed in another country into a Delaware entity. In these situations, the client is seeking to formally relocate an already established business from its current foreign jurisdiction to Delaware. With our partners on the ground, we can help with the Delaware side of the domestication process.

Why Domesticate a Company?

One reason why clients consider this specific filing is that many investors, lenders, and business partners are familiar with Delaware entities and may prefer working with companies organized under the Delaware corporate law structure. In addition, companies may choose to domesticate into Delaware in anticipation of raising capital, expanding into the United States, restructuring their operations, or simplifying the management of their business. Rather than forming a new Delaware entity and transferring assets, a domestication may allow the company to continue its existence as the same legal entity while changing its jurisdiction to Delaware.

For example, we have extensive experience assisting clients with domesticating Cayman Islands companies into Delaware LLCs and Corporations. While the domestication process may initially seem complex or overwhelming, our experienced team helps guide clients through each step of the Delaware side of the process, making the transition as smooth and straightforward as possible.

How to Domesticate a Company

To complete the Delaware side of the domestication process, a Certificate of Domestication is filed with the Delaware Division of Corporations along with the appropriate Delaware formation document, such as a Certificate of Formation for an LLC, a Certificate of Incorporation for a Corporation, or a Certificate of Limited Partnership for a Limited Partnership. Once approved, the entity becomes active in Delaware.

The domestication process generally requires only a few key pieces of information to start. To begin, the state must know the type of Delaware entity that will be formed. For example, will the company be domesticated as a Limited Liability Company (LLC), Corporation, or Limited Partnership (LP)?

If the company will be domesticated as a Delaware Corporation, the state will require details regarding the total number of Authorized Shares, including the number of authorized common shares, any authorized preferred shares, and the par value of the shares. If the entity will be a Delaware Non-Profit Corporation, a mission statement must be provided for inclusion within the filing.

In addition, regardless of the entity type, clients will need to provide a country other than the United States where the Delaware documents will be used, which will help determine if the documents will be Certified with Apostille or Gold Seal to ensure the documents are recognized internationally.

And depending on the type of Delaware entity being formed, additional information regarding the individual signing the filing documents will be required. For a Delaware LLC, the client will need to provide the name of the Authorized Person who will sign the documents submitted to the state. For a Delaware Corporation, the client will need to provide the name and mailing address of the Incorporator who will execute the Certificate of Incorporation filed with the Delaware Division of Corporations. For a Delaware Limited Partnership, the names and addresses of the General Partner(s) will need to be provided. In addition, the client will need to identify the individual who will sign the Certificate of Limited Partnership that is submitted to the Delaware Division of Corporations for approval.

Other essential information required to complete the Delaware filing, and if HBS is assisting with the filing or serving as the Delaware Registered Agent, includes the proposed Delaware company name, as well as the contact information for the company's primary communications contact. This information generally includes the contact's full name, physical address, email address, and telephone number.

In addition to the information required for the Delaware filing, the following details are often necessary to facilitate the remainder of the Delaware domestication process:

• The exact name of the company (where it is currently formed)
• The jurisdiction where the entity was first formed
• The date that the company was first formed
• The jurisdiction that constituted the seat or principal place of business
• And what entity type (LLC, LP, Corp., Non-Profit) was the company in the original jurisdiction?

After Domesticating a Company

Once the domestication is approved and the company becomes active in Delaware, the entity may need to obtain a Federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS) if it does not already have one. An EIN is commonly used for purposes such as opening U.S. bank accounts, hiring employees, filing tax returns, and conducting other business activities within the United States. Whether a new EIN is required will depend on the company's specific circumstances, including its existing tax registrations and the way the domestication is being completed. Because EIN requirements are determined by the IRS and may vary from one situation to another, clients will often consult with a qualified tax professional to determine whether a new EIN is necessary.

When deciding which entity type to form in Delaware, some clients inquire about establishing an Exempt Corporation, also known as a Delaware Non-Profit Corporation.  In many cases, these organizations are formed to advance a specific mission. Delaware Non-Profit Corporations may be organized for a variety of charitable, educational, religious, scientific, literary, and other purposes. Therefore, rather than distributing profits to shareholders, clients generally form this entity type with a mission-driven goal to support a specific cause and to raise funds to help operate the organization and further the purpose for which the non-profit was formed.

Starting a Nonprofit in Delaware.

Delaware’s specific corporate laws have made it a popular jurisdiction for many types of organizations, including non-profit corporations. As a result, some non-profit organizations choose Delaware as their state of incorporation while pursuing their charitable, educational, religious, scientific, literary, or other organizational objectives.

To form a Delaware Non-Profit Corporation, a Certificate of Incorporation must be filed with the Delaware Secretary of State for approval, as the entity is generally formed as a Delaware Non-Stock Corporation electing Non-Profit Status. The Certificate includes basic information about the organization, such as the company name and the name and address of its Registered Agent in Delaware.

Drafting a Mission Statement

While Delaware law does not generally require a mission statement to be listed within the Certificate of Incorporation, organizations seeking federal tax-exempt status under Section 501(c)(3) of the Internal Revenue Code typically need to include specific language within the Certificate of Incorporation pertaining to the company’s mission and IRS subsection under which the organization intends to qualify. An example of this language is as follows:

“The Corporation shall be a nonprofit corporation. The Corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code (the "Code"). The purpose of this non-profit organization is:”

The mission statement explains the organization’s purpose and objectives and helps define the mission the company is being formed to support. While a mission statement can be simple and basic, clients often choose to include a more detailed statement that better reflects the company’s overall goal.

An example of a mission statement that can be added to the document is:

“To help children succeed in life by providing support, guidance, and opportunities that promote personal growth and achievement. The Corporation strives to create a positive impact by encouraging education, character development, and lifelong success.”

Applying for 501(c)(3) Tax Status

Once the Delaware company is formed, the organization may choose to apply for 501(c)(3) status by filing the appropriate application directly with the IRS, typically using Form 1023. It is important to understand, however, that this filing is separate from forming the Delaware Non-Profit Corporation with the state. The Delaware Certificate of Incorporation should include the proper language explaining the organization’s mission and identifying the IRS subsection under which the organization intends to qualify when applying for tax-exempt status with the IRS.

The form must be filed with the IRS within 15 months of the company’s formation. Some organizations may also be eligible to apply for 501(c)(3) status using Form 1023-EZ, which is a simplified version of the IRS application. However, not every organization will qualify to use this form. The IRS requires organizations to review the Form 1023-EZ Eligibility Worksheet to determine whether they are eligible. If the organization does not qualify for Form 1023-EZ, it may need to file the full Form 1023 instead.

Clients often work directly with the IRS or consult with a tax professional for assistance with the federal application and approval process for obtaining the tax status for the company. It’s important to note that the Delaware Division of Corporations will not approve the election or keep a record of whether your company has elected a specific tax status from the IRS.