Also known as:places of incorporation · jurisdiction of incorporation · state of incorporation
Written by attorneys · grounded in primary & secondary sources — see below
The state in which a corporation is formally organized under the laws of that jurisdiction. This designation fixes the corporation's citizenship for diversity jurisdiction and supplies one of the two paradigm bases for general personal jurisdiction.
Sources & Authorities
How it applies
Common Examples
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General Jurisdiction Challenge
Pioneer Energy, incorporated in Delaware with its principal place of business in Texas, faces a products-liability suit in California brought by a resident injured by equipment sold there. The plaintiff argues that Pioneer Energy's extensive California sales and service centers subject it to general jurisdiction for all claims. The court dismisses the action, holding that the place of incorporation remains Delaware and that substantial business activity alone does not render the corporation at home in California.
Unrelated Claim Filing
Pacific Bank, incorporated in New York with its headquarters in New York, is sued in Illinois by a former customer over a loan originated in New York. The plaintiff points to the bank's hundreds of Illinois branches and billions in local deposits. The court grants dismissal for lack of general jurisdiction because the place of incorporation is New York and routine business operations do not create an exceptional basis for all-purpose jurisdiction elsewhere.
Select any source to read its text and confirm it supports the definition.
Cases
Model Codes
Restatements
Casebooks
Hornbooks
Stream of Commerce Argument
Premier Manufacturing, incorporated in Michigan, sells components nationwide through independent distributors. A plaintiff injured in Oregon by a finished product sues in Oregon state court, asserting that continuous component sales into the state support general jurisdiction. The court rejects the claim, noting that the place of incorporation is Michigan and that mere product flow into the forum is insufficient to make the corporation at home there.
LLC Citizenship Dispute
Prosperity Investments, an LLC whose sole member is domiciled in Florida, sues a Delaware corporation in federal court in Georgia. The defendant moves to dismiss for lack of diversity, arguing that the LLC takes on the citizenship of its member. The court agrees and dismisses the case, explaining that unlike corporations the LLC has no independent place of incorporation for citizenship purposes.
Stock Sequestration Attempt
Priscilla Parks, a Delaware corporation shareholder residing in California, faces a Delaware court action that sequesters her shares to obtain jurisdiction. She argues that treating the place of incorporation as the situs of the stock violates due process when both owner and custodian are elsewhere. The court ultimately invalidates the sequestration procedure on constitutional grounds.
Shaffer v. Heitner433 U.S. 186 (1977)
State Boycott Statute Challenge
Pavel Petrov, a Massachusetts corporation with its place of incorporation in Massachusetts, challenges a state statute that restricts dealings with entities having a place of incorporation in Burma. The corporation contends that the statute improperly targets foreign corporations based on their state of incorporation. The court examines whether the statute's definition of covered entities conflicts with federal law.
Crosby v. National Foreign Trade Council530 U.S. 363, 380 n. 14, 120 S.Ct. 2288, 2298 n.14 (2000)
Common questions
Frequently Asked
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Does the place of incorporation alone establish general personal jurisdiction in that state?+
Yes. The Supreme Court has repeatedly identified the place of incorporation as one of the two paradigm bases for general jurisdiction over a corporation, alongside the principal place of business.
How does the place of incorporation affect diversity jurisdiction for a corporation?+
A corporation is a citizen of the state in which it is incorporated and of the state where it has its principal place of business. This dual citizenship determines whether complete diversity exists.
Can extensive business activity in another state override the place of incorporation for jurisdiction purposes?+
No. Substantial or even continuous business operations in a forum do not, by themselves, render a corporation at home there absent exceptional circumstances.
Do LLCs possess a place of incorporation for citizenship analysis?+
No. LLCs are treated as unincorporated associations and take on the citizenship of each of their members rather than possessing an independent state of incorporation or principal place of business.
433 U.S. 186 (1977)Conflict of Laws
…sequestration statute creates an unacceptable risk of judgment without notice. Unlike the 49 other States, Delaware treats the place of incorporation as the situs of the stock, even though both the owner and the custodian of the shares are elsewhere. Moreover, Delaware denies the defendant the opportunity to defend the merits of the suit…