35-8-1406. Articles of domestication -- effective date of domestication.
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35-8-1406 . Articles of domestication -- effective date of domestication.
(1)Articles of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.
(2)Articles of domestication must contain:
(a)the name, jurisdiction of formation, and type of entity of the domesticating entity;
(b)the name and jurisdiction of formation of the domesticated entity;
(c)if the articles of domestication are not to be effective upon filing, the later date and time on which they will become effective, which may not be more than 90 days after the date of filing;
(d)if the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part 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;
(e)if the domesticated entity is a domestic filing entity, its public organic record as an attachment;
(f)if the domesticated entity is a domestic limited liability partnership, its application for registration of a limited liability partnership as an attachment; and
(g)if the domesticated entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent.
(3)In addition to the requirements of subsection (2), articles of domestication may contain any other provision not prohibited by law.
(4)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.
(5)A plan of domestication that is signed by a domesticating domestic entity and meets all of the requirements of subsection
(2)may be delivered to the secretary of state for filing instead of articles of domestication and upon filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to articles of domestication refer to the plan of domestication filed under this subsection.
(6)Articles of domestication are effective on the date and time of filing or the later date and time specified in the articles of domestication.
(7)A domestication in which the domesticated entity is a domestic entity is effective when the articles of domestication are effective. A domestication in which the domesticated entity is a foreign entity is effective on the later of:
(a)the date and time provided by the organic law of the domesticated entity; or
(b)when the articles of domestication are effective.