§ 35-8-1404 — Approval Of Domestication

35-8-1404 . Approval of domestication. (1) A plan of domestication is not effective unless it has been approved:
(a) by a domestic domesticating entity:
(i) in accordance with the requirements, if any, in its organic rules for approval of a domestication;
(ii) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of a merger, as if the domestication were a merger; or
(iii) by all of the interest holders of the entity entitled to vote on or consent to any matter if its organic law or organic rules do not provide for approval of a domestication or a merger; and
(b) in a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless the entity is not a nonprofit corporation for which:
(i) the organic rules of the entity in a record provide for the approval of a domestication in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(ii) the interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(2) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.

Legislative History

En. Sec. 4, Ch. 317, L. 2025.