Omni Air International, Inc.- Disclaimer of Jurisdiction (Corporate Restructuring) (OST-2009-0183)
OST-2009-0183 - Disclaimer of Jurisdiction (Corporate Restructuring)
Omni Air International, Inc.
5-Aug-2009
Application for Disclaimer of Jurisdiction or Alternatively for Approval of Transfer of Certificates
At the time of issuance of the above certificates, OAI was a corporation organized under Oklahoma law. In late 2003, OAI made an internal decision to reincorporate under the laws of Nevada. The sole purpose of reincorporation was to enable OAI to adopt and function under the corporate governance and related provisions of Nevada law. Accordingly, on December 24, 2003, Omni Air International, Inc., a Nevada corporation, was formed. On December 31, 2003, Omni Air International, Inc., an Oklahoma corporation, was merged into Omni Air International, Inc., a Nevada corporation, with the latter corporation as the surviving entity. Thus OAl has been a Nevada corporation since the end of 2003. The Nevada corporation succeeded to all of the assets, liabilities, and business of the Oklahoma corporation.
Within the past few days, it has come to OAl's attention that its reincorporation under Nevada law may not have been brought to the attention of the Department. To the extent this was the case, the omission was an entirely unintentional oversight. Indeed, there was no reason for the company not to advise DOT of the change in 2003, and OAl has no reluctance in informing the Department of the change through this application - although OAl regrets any inconvenience it may have caused the Department or its staff.
A disclaimer of jurisdiction and, as necessary, reissuance of OAl's certificates is supported by Department precedent. DOT has previously applied this approach in similar circumstances; see, e.g., Orders 2002-1-17 (pace Airlines), 2002-3-21 (Amerijet lnternational), 2004-5-7 (Allegiant Air) and 2007-7-19 (Skybus Airlines), each disclaiming jurisdiction where a corporate reorganization was undertaken for business or tax purposes and involved no change in management, ownership, control, operations, financial condition or citizenship of the carrier.
Counsel: Garofalo Goerlich, Gary Goerlich, 202-776-3970
Source: AirlineInfo, http://airlineinfo.com
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