§ 11.14. Action on plan of domestication
(a) A domesticating corporation shall approve a plan of domestication as follows:
(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation's organizational documents; provided that:
(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or
(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;
(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.
(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
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