§ 34-646 — Effect of domestication.

(a) When a domestication becomes effective: (1) The domesticated entity shall be (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) All property of the domesticating entity shall continue to be vested in the domesticated entity without assignment, reversion or impairment; (3) All liabilities of the domesticating entity shall continue as liabilities of the domesticated entity; (4) Except as provided by law, other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity shall remain in the domesticated entity; (5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding; (6) If the domesticated entity is a filing entity, its public organic document shall be effective and binding on its interest holders; (7) If the domesticated entity is a limited liability partnership, its certificate of limited partnership shall be effective simultaneously; (8) The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a domesticated entity that is not a business corporation, any other person that is a party to an agreement that is part of the domesticated entity's private organic rules; and (9) The interests in the domesticating entity shall be converted to the extent and in the manner approved in connection with the domestication, and the interest holders of the domesticating entity shall be entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 34-607 and the domesticating entity's organic law. (b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the domesticating entity. (c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective. (d) When a domestication becomes effective: (1) The domestication shall not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective; (2) A person shall not have interest holder liability under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective; (3) The organic law of a domestic domesticating entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the domestication had not occurred; and (4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the domestication had not occurred. (e) When a domestication becomes effective, a foreign entity that is the domesticated entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) if it is not a qualified foreign entity, shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing such liabilities. (f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity shall be canceled when the domestication becomes effective. (g) A domestication shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.

Legislative History

(P.A. 11-241, S. 33; P.A. 24-70, S. 14.) History: P.A. 11-241 effective January 1, 2014; P.A. 24-70 amended Subsec. (e)(2) by adding reference to not being a qualified foreign entity and making a technical change.