1.When a domestication becomes effective all of the following apply:
a.All property owned by, and every contract right possessed by, the domesticating
corporation are the property and contract rights of the domesticated corporation without
transfer, reversion, or impairment.
b.All debts, obligations, and other liabilities of the domesticating corporation are the
debts, obligations, and other liabilities of the domesticated corporation.
c.Thenameofthedomesticatedcorporationmaybutneednotbesubstitutedforthename
of the domesticating corporation in any pending proceeding.
d.The articles of incorporation and bylaws of the domesticated corporation become
effective.
e.The shares of the domesticating corporation are reclassified into shares or other
securities, obligations, rights to acquire
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1. When a domestication becomes effective all of the following apply:
a. All property owned by, and every contract right possessed by, the domesticating
corporation are the property and contract rights of the domesticated corporation without
transfer, reversion, or impairment.
b. All debts, obligations, and other liabilities of the domesticating corporation are the
debts, obligations, and other liabilities of the domesticated corporation.
c. Thenameofthedomesticatedcorporationmaybutneednotbesubstitutedforthename
of the domesticating corporation in any pending proceeding.
d. The articles of incorporation and bylaws of the domesticated corporation become
effective.
e. The shares of the domesticating corporation are reclassified into shares or other
securities, obligations, rights to acquire shares or other securities, cash, or other property in
accordance with the terms of the domestication, and the shareholders of the domesticating
corporation are entitled only to the rights provided to them by those terms and to any
appraisal rights they may have under the organic law of the domesticating corporation.
f. The domesticated corporation is all of the following:
(1) Incorporated under and subject to the organic law of the domesticated corporation.
(2) The same corporation without interruption as the domesticating corporation.
(3) Deemed to have been incorporated on the date the domesticating corporation was
originally incorporated.
2. When a domestication of a domestic corporation into a foreign jurisdiction becomes
effective, the domesticated corporation is deemed to have done all of the following:
a. Appointed the secretary of state as its agent for service of process in a proceeding
to enforce the rights of shareholders who exercise appraisal rights in connection with the
domestication.
b. Agreed that it will promptly pay the amount, if any, to which such shareholders are
entitled under subchapter XIII.
3. Except as otherwise provided in the organic law or organic rules of a domesticating
foreign corporation, the interest holder liability of a shareholder in a foreign corporation
that is domesticated into this state who had interest holder liability in respect of such
domesticating corporation before the domestication becomes effective shall be as follows:
a. The domestication does not discharge that prior interest holder liability with respect to
any interest holder liabilities that arose before the domestication becomes effective.
b. The provisions of the organic law of the domesticating corporation shall continue to
apply to the collection or discharge of any interest holder liabilities preserved by paragraph
“a”, as if the domestication had not occurred.
c. The shareholder shall have such rights of contribution from other persons as are
provided by the organic law of the domesticating corporation with respect to any interest
holder liabilities preserved by paragraph “a”, as if the domestication had not occurred.
d. The shareholder shall not, by reason of such prior interest holder liability, have
interest holder liability with respect to any interest holder liabilities that are incurred after
the domestication becomes effective.
4. A shareholder who becomes subject to interest holder liability in respect of the
domesticated corporation as a result of the domestication shall have such interest holder
liability only in respect of interest holder liabilities that arise after the domestication becomes
effective.
5. A domestication does not constitute or cause the dissolution of the domesticating
corporation.
6. Property held for charitable purposes under the laws of this state by a domestic
or foreign corporation immediately before a domestication shall not, as a result of the
transaction, be diverted from the objects for which it was donated, granted, devised, or
otherwise transferred except and to the extent permitted by or pursuant to the laws of this
state addressing cy pres or dealing with nondiversion of charitable assets.
7. A bequest, devise, gift, grant, or promise contained in a will or other instrument of
donation, subscription, or conveyance which is made to the domesticating corporation and
which takes effect or remains payable after the domestication inures to the domesticated
corporation.
8. A trust obligation that would govern property if transferred to the domesticating
corporation applies to property that is transferred to the domesticated corporation after the
domestication takes effect.