47-1A-924. Effect of domestication.

202 words·~1 min read·/sd/title-47/chapter-47-1/47-1a-924

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

When a domestication becomes effective:

(1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;

(2)The liabilities of the corporation remain the liabilities of the corporation;

(3)An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;

(4)The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;

(5)The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation; and

(6)The corporation is deemed to:

(a)Be incorporated under and subject to the organic law of the domesticated corporation for all purposes;

(b)Be the same corporation without interruption as the domesticating corporation; and

(c)Have been incorporated on the date the domesticating corporation was originally incorporated.