Where Is a Corporation Domiciled?

By Tom Speranza, J.D.

Where Is a Corporation Domiciled?

By Tom Speranza, J.D.

A corporation is domiciled in the state in which it incorporated. If its principal place of business or headquarters is in another state, that location is also considered its domicile. The legal concept of domicile refers to the jurisdiction in which a person or entity is a citizen.

Man in suit smiling and crossing arms

A corporation's domiciles determine which laws apply to its activities, the taxes it pays, and where it can be subject to legal proceedings.

State of Formation

The most obvious domicile for a corporation is the state where it initially formed. Upon incorporation in a state, a corporation must pay that state's taxes and comply with its ongoing reporting and filing requirements. Third parties can file lawsuits against a corporation in the formation state's courts, and they can also exercise other legal remedies against the corporation's assets located in the formation state.

Principal Place of Business

The other domicile for a corporation is the state where it maintains its principal place of business—basically, its headquarters. Although most corporations form in the same state as their principal place of business, certain states, including Delaware and New York, are popular places to form corporations due to their business-friendly laws or because they have well-developed bodies of corporate caselaw and judges who are knowledgeable about business issues.

Most corporations formed in Delaware maintain their principal places of business in other states, so they have two domiciles.

States Where a Corporation Qualifies to Do Business

If a corporation has employees in a state or maintains an office or other physical presence in a state (such as stores, warehouses, or distribution centers), it usually must qualify or register to do business there. A corporation with regional or nationwide operations might have qualification in dozens of states.

Registration to do business in a state does not technically make that state a domicile (unless the corporation's principal place of business is located there), but the registration has similar effects:

  • Corporations that register are subject to the state's laws, including reporting and filing requirements.
  • Corporations that register must pay the state's taxes (at least in connection with their in-state property, employees, and activities).
  • Corporations that register can file lawsuits and be sued in the state's courts.

Online businesses that sell products and services to customers located in many states often face complicated issues about whether and when to register to do business in a state. An experienced corporate or tax lawyer can help your business stay compliant with state laws.

Changing a Corporation's Domicile

A corporation can obviously change its domicile by relocating its principal place of business to another state, but a company can also change its state of incorporation by using the entity conversion or domestication process provided in most states.

If a state's corporation law allows conversion or domestication, an out-of-state corporation files a certificate of conversion (or statement of domestication) requesting a change of incorporation state from the original formation state to the new one and attaching articles of incorporation that establish the corporation in its new state.

A corporation that changes its domicile must dissolve or otherwise terminate its corporate status in the original state.

Issues related to a corporation's domicile can be relatively straightforward or very complex, depending on the nature of the company's business and the scope of its operations. A corporate or tax lawyer with experience advising multistate businesses can be a valuable resource if your company has assets, employees, or customers in several states.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.