16-1a-1007. Effect of domestication.
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Effective 10/1/2026
16-1a-1007. Effect of domestication.
(1)When a domestication takes effect:
(a)the domesticated entity is:
(i)organized under and subject to the organic law of the domesticated entity; and
(ii)the same entity without interruption as the domesticating entity;
(b)all of the domesticating entity's property continues to be vested in the domesticated entity without transfer, reversion, or impairment;
(c)each debt, obligation, and other liability of the domesticating entity continues as a debt, obligation, and other liability of the domesticated entity;
(d)except as otherwise provided by law or the plan of domestication, each right, privilege, immunity, power, and purpose of the domesticating entity remain in the domesticated entity;
(e)the name of the domesticated entity may be substituted for the name of the domesticating entity in a pending action or proceeding;
(f)if the domesticated entity is a filing entity the domesticated entity's public organic record takes effect;
(g)if the domesticated entity is a limited liability partnership, the domesticated entity's statement of qualification takes effect simultaneously with the domestication;
(h)the private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication take effect; and
(i)each interest in the domesticating entity is converted to the extent and as approved in connection with the domestication; and
(ii)each interest holder of the domesticating entity is entitled only to:
(A)the rights provided to the interest holder under the plan of domestication;
(B)any appraisal rights the interest holder has under Section 16-1a-708 ; and
(C)the rights provided to the interest holder under the domesticating entity's organic law;
(j)a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability:
(i)only to the extent provided by the organic law of the entity; and
(ii)only for a debt, obligation, or other liability that the domesticating entity incurs after the domestication takes effect; and
(k)the following conditions apply to the interest holder liability of a person that no longer holds an interest in a domestic domesticating entity if the person had interest holder liability in the domestic domesticating entity:
(i)the domestication does not discharge any interest holder liability under the organic law of the domestic domesticating entity to the extent the person incurred the interest holder liability before the domestication takes effect;
(ii)the person does not have interest holder liability under the organic law of the domestic domesticating entity for a debt, obligation, or other liability that the domesticated entity incurs after the domesticating takes effect;
(iii)the organic law of the domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (1)(k)(i) as if the domestication does not occur; and
(iv)the person has whatever rights of contribution from any other person as provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under Subsection (1)(k)(i) as if the domestication does not occur.
(2)Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any right that an interest holder, governor, or third party would have upon the dissolution, liquidation, or winding up of the domesticating entity.
(3)When a domestication takes effect, a person may serve a foreign entity that is the domesticated entity with process in this state for the collection and enforcement of any debt, obligation, or other liability of the foreign entity in accordance with applicable law.
(4)If a domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication takes effect.
(5)A domestication does not require the domesticating entity to wind up the domesticating entity's affairs and does not constitute or cause the dissolution of the domesticating entity.
Enacted by Chapter 93 , 2026 General Session