§ 23-0.6-5-5 — Articles of domestication; contents; filing; effective date

Indiana § 23-0.6-5-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 0.6: UNIFORM BUSINESS ORGANIZATION
• Ch. 5: Domestication

Text

(a) Articles of domestication must be signed
by the domesticating entity and delivered to the secretary of state for
filing.
(b) Articles of domestication must contain:
(1) the name, jurisdiction of formation, and type of entity of the
domesticating entity;
(2) the name (which must satisfy the requirements of applicable
law) and jurisdiction of formation of the domesticated entity;
(3) if the articles of domestication are not to be effective upon
filing, the later date and time on which the articles of
domestication will become effective, which may not be more than
ninety (90) days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement
that the plan of domestication was approved in accordance with
this article or, if the domesticating entity is a foreign entity, a
statement that the domestication was approved in accordance with
the law of its jurisdiction of formation;
(5) if the domesticated entity is a domestic filing entity, its public
organic record, as an attachment; and
(6) if the domesticated entity is a foreign entity that is not a
registered foreign entity, a mailing address to which the secretary
of state may send any process served on the secretary of state
pursuant to section 6(e) of this chapter.
(c) Articles of domestication may contain an electronic mail address
to which service of process may be made under section 6(e) of this
chapter.
(d) In addition to the requirements of subsection (b), articles of
domestication may contain any other provision not prohibited by law.
(e) If the domesticated entity is a domestic entity, its public organic
record, if any, must satisfy the requirements of the law of this state, but
the public organic record does not need to be signed and may omit any
provision that is not required to be included in a restatement of the
public organic record.
(f) A plan of domestication that is signed by a domesticating
domestic entity and meets all the requirements of subsection (b) may
be delivered to the secretary of state for filing instead of articles of
domestication and on filing has the same effect. If a plan of
domestication is filed as provided in this subsection, references in this
article to articles of domestication refer to the plan of domestication
filed under this subsection.
(g) Articles of domestication are effective on the date and time of
filing or the later date and time specified in the articles of
domestication.
(h) A domestication in which the domesticated entity is a domestic
entity becomes effective when the articles of domestication are
effective. A domestication in which the domesticated entity is a foreign
entity becomes effective on the later of:
(1) the date and time provided by the organic law of the
domesticated entity; or
(2) when the articles of domestication become effective.

Legislative History

As added by P.L.118-2017, SEC.6. Amended by P.L.52-2018, SEC.37; P.L.177-2019, SEC.12.