47-25A-15. Effect of foreign for-profit domestication and conversion--Liability of shareholder.
(a) When a domestication and conversion of a foreign business corporation to a domestic nonprofit corporation 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 and conversion had not occurred;
(4)The articles of domestication and conversion, or the articles of incorporation attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation;
(5)Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction; and
(6)The corporation is deemed to:
(i)Be a domestic corporation for all purposes; and
(ii)Be the same corporation without interruption as the foreign business corporation.
(b) The personal liability of a shareholder of the foreign business corporation who becomes a member of the domestic nonprofit corporation in the domestication and conversion is as follows:
(1)The domestication and conversion does not discharge any personal liability under the laws of the foreign jurisdiction to the extent any such personal liability arose before the effective time of the articles of domestication and conversion;
(2)The member does not have personal liability under 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 and conversion;
(3)The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred;
(4)The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any personal liability preserved by subdivision (1), as if the domestication and conversion had not occurred.
(c) A shareholder of a foreign business corporation who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication and conversion in this state has personal liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication and conversion.
Source: SL 2016, ch 221, §30.