(a) A corporation that is domesticated pursuant to this chapter is for all purposes the same entity that existed before the domestication.
(b) When a domestication is 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 debts, liabilities, and other obligations of the corporation remain the obligations of the corporation;
(3) an action or proceeding pending against the corporation may be continued against the corporation as if the domestication had not occurred;
(4) the articles of domestication are the articles of incorporation of the corporation;
(5) the shares of the corporation issued and outstanding before the domestication are the shares issued and outstanding of the corporation; and
(6) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the corporation.
(c) The owner liability of a shareholder in a foreign corporation that is domesticated in this State:
(1) is not discharged as to owner liability pursuant to the laws of the foreign jurisdiction to the extent the owner liability arose before the effective time of the articles of domestication;
(2) does not attach pursuant to the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;
(3) is governed by provisions of the laws of the foreign jurisdiction as to the collection or discharge of owner liability preserved by item (1), as if the domestication had not occurred; and
(4) is subject to the right of contribution from other shareholders as provided by the laws of the foreign jurisdiction with respect to owner liability preserved by item (1), as if the domestication had not occurred.
(d) A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this State has owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication.
HISTORY: 2004 Act No. 221, Section 1.
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