I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada.  Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange Commission disclosing that its stockholders had "approved the re-domestication of the Company from a Delaware corporation to a Nevada corporation".  On closer read, however, the transaction is not a domestication or a re-domestication under either Delaware or Nevada law.  Rather, the move to Nevada is being effected by a merger of the Delaware corporation into a wholly-owned Nevada corporation. 

As I have observed in several prior posts, conversions and domestications are distinct statutory procedures under the corporate laws of both Delaware and Nevada.  The result of a merger, conversion or domestication transaction may obtain the same result - reincorporation.  However, the procedural requirements and filings are different.  In addition, some states, such as California, have not enacted statutes providing for domestication.  

Elevai's filing states that the principal purpose of the reincorporation "is to eliminate our obligation to pay the annual Delaware franchise tax that will result in significant savings to us in the future".  Other recently announced reincorporations have also cited franchise taxes as a reason for leaving Delaware.

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