The firm, which owns the Fox TV studios in the US and the Sun newspaper in Britain, will put the proposal to investors next month.
News Corp boss Rupert Murdoch said he was confident of receiving enough votes "to make this plan a reality".
The news came as the company unveiled fourth-quarter net profits of $399m (£218m), up from $370m last year.
The quarter capped a year in which News Corp saw its net profits soar 57.5% to $1.65bn, on sales of $20.96bn.
American interest
A plan to reincorporate News Corp in the US was approved by the company's board last week.
Buffy the Vampire Slayer has boosted News Corp's DVD sales
News Corp hopes the move from its current base in Australia will encourage more American institutional interest in its stock.
Mr Murdoch described 2004 as "another outstanding year for News Corporation".
"Our success was once again achieved across our uniquely balanced collection of assets, with record profits generated at nearly every established business segment from our film to our television to our print assets," he said.
Sun shines
News Corp said its quarterly profits were boosted by DVD and video sales for films such as Ice Age, and for TV series including 24 and Buffy the Vampire Slayer.
Television operating profits jumped by 20.6% to $351m, helped by solid advertising revenues and the success of TV talent show American Idol.
The Fox News TV channel boosted the performance of News Corp's cable network division.
Meanwhile, strong advertising revenue - particularly at the tabloid Sun in the UK - pushed operating profits up at News Corp's newspaper division, which also includes the Times in London and the New York Post.
Last week, News Corp's UK satellite broadcaster - BSkyB - reported a slowdown in subscriber growth, despite a 75% rise in full-year after-tax profits.
