29-2506. Effect of domestication

A. When a domestication becomes effective:

1. The domesticated entity is both:

(a) Organized under and subject to the governing statute of the domesticated entity.

(b) The same entity without interruption as the domesticating entity.

2. All property, including rights, privileges, immunities and powers of the domesticating entity, remains vested in the domesticated entity without assignment, reversion or impairment.

3. All obligations of the domesticating entity continue as obligations of the domesticated entity.

4. Except as provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity remain in the domesticated entity.

5. The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding.

6. If the domesticated entity is a domestic filing entity, its public organizational document is effective and is binding on its interest holders.

7. If the domesticated entity is a domestic limited liability partnership, its statement of qualification is effective simultaneously.

8. If the domesticated entity is to be a qualified foreign entity, the documents it filed to become a qualified foreign entity are effective simultaneously.

9. The private organizational documents of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective and are binding.

10. The interests in the domesticating entity are converted and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 29-2109 and the domesticating entity's governing statute.

B. Except as provided in the plan of domestication or in the governing statute or organizational documents of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor or third party would otherwise have on a dissolution, liquidation or winding up of the domesticating entity.

C. When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to the domestic domesticated entity as a result of the domestication has interest holder liability only to the extent provided by the governing statute or organizational documents of the domestic domesticated entity, and then only for those obligations that arise after the domestication becomes effective.

D. When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is as follows:

1. The domestication does not discharge any interest holder liability under the governing statute or organizational documents of the domestic domesticating entity to the extent the interest holder liability arose before the domestication became effective.

2. The person does not have interest holder liability under the governing statute or organizational documents of the domestic domesticating entity for any obligation that arises after the domestication becomes effective.

3. The governing statute and organizational documents of the domestic domesticating entity continue to apply to the release, collection or discharge of any interest holder liability preserved under paragraph 1 of this subsection as if the domestication had not occurred.

4. The person has the same rights of contribution from any other person as are provided by the governing statute or organizational documents of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph 1 of this subsection as if the domestication had not occurred.

E. When a domestication becomes effective, a foreign entity that is the domesticated entity:

1. May be served with process in this state for the collection and enforcement of any of its obligations that arise before the domestication becomes effective, including obligations arising out of the exercise of appraisal rights.

2. If it is not a qualified foreign entity, appoints the appropriate filing authority as its agent for service of process for collecting or enforcing those obligations.

F. When the domestication becomes effective, the authority, registration or other qualification granted by the appropriate filing authority to transact business or conduct affairs in this state of a domesticating entity that is a qualified foreign entity is automatically revoked or canceled.

G. A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.