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Delaware field guide / 20 / Conversions & Restructuring

Moving an Existing Company to Delaware: Conversion, Domestication or Merger

8 min read · October 30, 2026 · 6 Del. C. §§ 18-214, 18-212; 8 Del. C. §§ 265, 388

01 / The direct answer

Moving an existing company is different from forming an unrelated Delaware entity. A conversion changes a qualifying entity’s form or jurisdiction with legal continuity; non-US domestication brings a non-US entity into Delaware. A new-entity-and-merger structure instead uses a Delaware survivor. Review the home jurisdiction’s permission, approvals and final tax filings before selecting a route.

Quick answer

Statute
6 Del. C. §§ 18-214, 18-212; 8 Del. C. §§ 265, 388
Official fee
LLC conversion $220 + $110 formation; corporate conversion $184 + incorporation from $109
Deadline
Coordinate simultaneous Delaware filings and the home jurisdiction’s exit requirements
Review Delaware LLC formation

Corp USA is not a law firm and does not provide legal advice.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗Delaware Code Online (Title 6, Title 8 & Title 30) ↗https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf ↗

Last reviewed: October 30, 2026

Corp USA is not a law firm and does not provide legal advice. Private information and filing service; not a government agency.

02 / Follow the decisions

Start with the right question.

Conversion into a Delaware LLC

6 Del. C. § 18-214 permits a US corporation, partnership, foreign LLC or other entity to convert into a Delaware LLC. File the certificate of conversion and Certificate of Formation simultaneously. State fees are $220 for conversion plus $110 for the Certificate of Formation.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗

Non-US LLC domestication

6 Del. C. § 18-212 permits a non-US entity to domesticate as a Delaware LLC by filing a certificate of LLC domestication together with a Certificate of Formation. The LLC domestication fee is $220; account for the accompanying formation filing rather than treating domestication alone as a complete formation package.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗

Conversion or domestication as a Delaware corporation

8 Del. C. § 265 covers conversion of other entities into a Delaware corporation, with the Certificate of Incorporation filed at the same time. Conversion costs $184 plus incorporation from $109. Section 388 covers non-US corporate domestication at $234 plus incorporation from $109.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗

A merger is an alternative, not an automatic substitute

The August 1, 2026 schedule lists LLC merger from $220 and corporate merger from $259. Creating a Delaware entity and merging the old business into it requires a permitted merger path, approvals and home-jurisdiction filings. Venture financing, foreign-founder structures and holding-company plans can lead to different choices. Ask through chat about conversion coordination; formation prices are not conversion quotes.

https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf ↗
03 / Before you proceed

Your preparation checklist

  1. 1.Identify the existing legal form, jurisdiction and tax classification.
  2. 2.Confirm whether the home jurisdiction permits outbound conversion, domestication or the intended merger.
  3. 3.Obtain required owner, board, lender and contract approvals.
  4. 4.Prepare the conversion or domestication certificate and simultaneous Delaware charter, or the merger documents.
  5. 5.Coordinate effective times, outbound filings, withdrawal and final home-jurisdiction taxes.
  6. 6.Update banking, licenses, registrations and company records; confirm EIN treatment with the IRS and a tax advisor.
Delaware Code Online (Title 6, Title 8 & Title 30) ↗Delaware Code Online (Title 6, Title 8 & Title 30) ↗https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf ↗
04 / Your decision tool

Common trap

05 / Facts & fees

Keep the requirements separate.

Conversion vs domestication vs a new Delaware entity and merger
PathWho can use itKeeps the same legal entityHome-state exit filing neededTypical use
ConversionEligible US or other entities where both jurisdictions permit itGenerally yesConfirm outbound conversion or withdrawal and final taxesVenture financing or jurisdiction change
DomesticationNon-US entities under the applicable Delaware statuteGenerally continued under the domestication frameworkConfirm local permission, exit filings and taxesForeign founders
New Delaware entity and mergerEntities eligible for the planned mergerThe Delaware survivor continues, not automatically the original separate entityMerger and related final filings may be neededHolding-company or restructuring plans

Take your next filing step

Review fees & pricing
Review Delaware LLC formation

Corp USA is not a law firm and does not provide legal advice.

Review Delaware corporation formation

Corp USA is not a law firm and does not provide legal advice.

06 / Your next path

Carry the decision forward.

Review Delaware LLC formation

Corp USA is not a law firm and does not provide legal advice.

Review Delaware corporation formation

Corp USA is not a law firm and does not provide legal advice.

Corp USA is not a law firm and does not provide legal advice. State fees are pass-through. Service fees and taxes are separate. Review the order price before payment.

07 / Questions answered

Before your next step

Generally a conversion keeps the same legal entity, but EIN treatment depends on the transaction and tax classification. Confirm with the IRS and a tax advisor before reusing or applying for an EIN.

Internal Revenue Service (IRS) ↗

Yes. Review home-state law and outbound requirements as well as Delaware’s inbound statute. If a direct conversion is not available, a permitted merger or another structure may be needed.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗

Timing depends on approvals, home-jurisdiction filings, document acceptance and the chosen Delaware processing tier. Confirm the sequence and timing through chat; no completion guarantee is made.

https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf ↗

A non-US entity may use LLC domestication under § 18-212 or corporate domestication under § 388 when applicable requirements are met. Confirm the home country’s permission and tax consequences before filing.

Delaware Code Online (Title 6, Title 8 & Title 30) ↗