35-8-1404. Approval of domestication.
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/mt/title-35/chapter-8/part-14/35-8-1404·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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.