§ 23-0.6-5-6 — Effective date of domestication; effect; liability

Indiana § 23-0.6-5-6

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

Text

(a) When a domestication becomes effective:
(1) the domesticated entity is:
(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 continues to be vested
in the domesticated entity without transfer, reversion, or
impairment;
(3) all debts, obligations, and other liabilities of the domesticating
entity continue as debts, obligations, and other liabilities of the
domesticated entity;
(4) except as provided by law or the plan of domestication, all the
rights, privileges, immunities, powers, and purposes of the
domesticating entity 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
record is effective;
(7) the private organic rules of the domesticated entity that are to
be in a record, if any, are approved as part of the plan of
domestication;
(8) the interests in the domesticating entity are converted to the
extent and as approved in connection with the domestication, and
the interest holders of the domesticating entity are entitled only to
the rights provided to them under the plan of domestication and
to any appraisal rights they have under IC 23-0.6-1-8 and the
domesticating entity's organic law; and
(9) an action or proceeding pending against the entity continues
against the entity as if the domestication had not occurred.
(b) Except as otherwise provided in the organic law or organic rules
of the domesticating entity, the domestication does not give rise to any
rights that an interest holder, governing person, 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 becomes subject to interest holder liability with respect to a
domestic entity as a result of the domestication has interest holder
liability only to the extent provided by the organic law of the entity and
only for those debts, obligations, and other liabilities that are incurred
after the domestication becomes effective.
(d) When a domestication becomes effective, the interest holder
liability of a person that ceases to hold an interest in a domestic
domesticating entity with respect to which the person had interest
holder liability is subject to the following rules:
(1) The domestication does not discharge any interest holder
liability under the organic law of the domesticating domestic
entity to the extent the interest holder liability was incurred before
the domestication became effective.
(2) The person does not have interest holder liability under the
organic law of a domestic domesticating entity for any debt,
obligation, or other liability that is incurred after the
domestication becomes effective.
(3) The organic law of a domestic domesticating entity continues
to apply to the release, collection, or discharge of any interest
holder liability preserved under subdivision (1) as if the
domestication had not occurred.
(4) The person has whatever rights of contribution from any other
person as are provided by other law or the organic rules of a
domestic domesticating entity with respect to any interest holder
liability preserved under subdivision (1) as if the domestication
had not occurred.
(e) When a domestication becomes effective, a foreign entity that is
the domesticated entity may be served with process in this state for the
collection and enforcement of any of its debts, obligations, and other
liabilities in accordance with applicable law.
(f) If the domesticating entity is a registered foreign entity, the
registration to do business in this state of the domesticating entity is
canceled when the domestication becomes effective.
(g) A domestication does not require the entity to wind up its affairs
and does not constitute or cause the dissolution of the entity.

Legislative History

As added by P.L.118-2017, SEC.6.