[DO NOT PUBLISH]

In the

United States Court of Appeals

For the Eleventh Circuit

____________________

No. 22-11521

Non-Argument Calendar

____________________

KAREN C. YEH HO, 

Individual, Vested Beneficiary, 

Plaintiff-Appellant,

versus

MERRILL LYNCH PIERCE FENNER & SMITH 

INCORPORATED, 

A Delaware corporation, Doing business in New York 

corporation, 

A foreign for profit corporation Sunbiz.org 

(Document #813294), 

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2 Opinion of the Court 22-11521

Defendant-Appellee.

____________________

Appeal from the United States District Court

for the Southern District of Florida

D.C. Docket No. 9:21-cv-81852-AMC

____________________

Before WILLIAM PRYOR, Chief Judge, and BRANCH and ANDERSON, 

Circuit Judges.

PER CURIAM:

Karen Yeh Ho appeals pro se the dismissal with prejudice of

her second amended complaint against Merrill Lynch, Pierce, Fenner & Smith for lack of subject matter jurisdiction, Fed. R. Civ. P. 

12(b)(1). We affirm.

Yeh Ho’s initial complaint alleged that Merrill Lynch owed 

her inheritance money as a beneficiary of her late parents’ Merrill 

Lynch accounts. It alleged that diversity jurisdiction, 28 U.S.C. 

§ 1332, existed because the amount in controversy was more than 

$640,000, she was a “citizen of the State of Florida,” and Merrill 

Lynch was “incorporated under the laws of the State of ?????, and 

has its principal place of business in the State of New York.” Merrill 

Lynch moved to dismiss the complaint because it failed to allege 

Merrill Lynch’s state of incorporation. The district court dismissed 

the complaint without prejudice and granted leave to amend.

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22-11521 Opinion of the Court 3

Yeh Ho’s amended complaint alleged that diversity jurisdiction existed because she had been “a full-time resident of Florida 

since 1987” and Merrill Lynch was “established in Delaware since 

11/10/1958” and was “[d]oing business in New York.” Merrill 

Lynch again moved to dismiss the amended complaint, which alleged Yeh Ho’s residence, instead of her citizenship, and failed to 

allege Merrill Lynch’s principal place of business and state of incorporation. The district court again dismissed without prejudice and 

granted Yeh Ho a final opportunity to allege jurisdiction by including “Yeh Ho’s citizenship” and “Merrill Lynch’s principal place of 

business.” It warned Yeh Ho that a failure to cure the pleading defects would result in a dismissal with prejudice.

Yeh Ho’s second amended complaint alleged that diversity 

jurisdiction existed because she was a “citizen of Florida since 1987” 

and Merrill Lynch was a “citizen of Delaware.” Merrill Lynch filed 

a third motion to dismiss based on Yeh Ho’s failure to allege diversity of citizenship. The district court granted the motion to dismiss 

with prejudice because Yeh Ho failed to allege facts necessary to 

establish subject matter jurisdiction. The district court ruled that

“without any allegations regarding Merrill Lynch’s principal place 

of business, the [second amended complaint] fails to adequately establish subject matter jurisdiction under 28 U.S.C. § 1332” and 

must be dismissed under Federal Rule of Civil Procedure 12(b)(1).

We review a dismissal for lack of subject matter jurisdiction 

de novo. Travaglio v. American Exp. Co., 735 F.3d 1266, 1268 (11th 

Cir. 2013). “When a plaintiff files suit in federal court, she must 

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4 Opinion of the Court 22-11521

allege facts that, if true, show federal subject matter jurisdiction 

over her case exists.” Id. If the factual allegations of a complaint “do 

not assure the court it has subject matter jurisdiction, then the 

court is without power to do anything in the case.” Id. at 1269. Federal diversity jurisdiction requires that all parties be completely diverse. Triggs v. John Crump Toyota, Inc., 141 F.3d 1464, 1465 (11th 

Cir. 1998). Natural persons are citizens of the state where they are 

domiciled. McCormick v. Aderholt, 293 F.3d 1254, 1257 (11th Cir. 

2002). A corporation is a citizen of both its state of incorporation 

and the state where it has its principal place of business. 28 U.S.C. 

§ 1332(c)(1); Hertz Corp. v. Friend, 559 U.S. 77, 88 (2010).

The district court did not err in dismissing Yeh Ho’s second 

amended complaint for lack of subject matter jurisdiction. The second amended complaint failed to establish diversity of citizenship 

because it failed to allege Merrill Lynch’s principal place of business. See 28 U.S.C. § 1332(c)(1). Although Yeh Ho’s initial complaint alleged that Merrill Lynch had “its principal place of business 

in the State of New York,” Yeh Ho failed to include this allegation

in her second amended complaint even after the district court instructed her to do so. See Reynolds v. Behrman Cap. IV L.P., 988 

F.3d 1314, 1319 (11th Cir. 2021) (“An amended complaint supersedes and replaces the original complaint.”). The factual allegations 

in Yeh Ho’s second amended complaint did “not assure the court 

it ha[d] subject matter jurisdiction.” Travaglio, 735 F.3d at 1269.

We AFFIRM the dismissal of Yeh Ho’s second amended 

complaint.

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