Nebraska § 21-182 Effect of domestication

Nebraska Statutes

§ 21-182 — Effect of domestication

Nebraska·Ch. 21 Corporations and Other Companies

(RULLCA 1013) (a) When a domestication takes effect:

(1)the domesticated company is for all purposes the company that existed before the domestication;

(2)all property owned by the domesticating company remains vested in the domesticated company;

(3)all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;

(4)an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;

(5)except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;

(6)except as otherwise provided in the plan of domestication, the terms and condit

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(RULLCA 1013) (a) When
a domestication takes effect:
(1) the domesticated
company is for all purposes the company that existed before the domestication;
(2) all property owned
by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations,
or other liabilities of the domesticating company continue as debts, obligations,
or other liabilities of the domesticated company;
(4) an action or proceeding pending
by or against a domesticating company may be continued as if the domestication
had not occurred;
(5)
except as prohibited by other law, all of the rights, privileges, immunities,
powers, and purposes of the domesticating company remain vested in the domesticated
company;
(6)
except as otherwise provided in the plan of domestication, the terms and conditions
of the plan of domestication take effect; and
(7) except as otherwise agreed,
the domestication does not dissolve a domesticating limited liability company
for the purposes of sections 21-147 to 21-154 .
(b) A domesticated company that
is a foreign limited liability company consents to the jurisdiction of the
courts of this state to enforce any debt, obligation, or other liability owed
by the domesticating company, if, before the domestication, the domesticating
company was subject to suit in this state on the debt, obligation, or other
liability.
(c)
If a limited liability company has adopted and approved a plan of domestication
under section 21-179 providing for the company to be domesticated in a foreign
jurisdiction, a statement surrendering the company's certificate of organization
must be delivered to the Secretary of State for filing setting forth:
(1) the name of the company;
(2) a statement that
the certificate of organization is being surrendered in connection with the
domestication of the company in a foreign jurisdiction;
(3) a statement that
the domestication was approved as required by the Nebraska Uniform Limited
Liability Company Act; and
(4) the jurisdiction of formation of the domesticated
foreign limited liability company.