47-25A-6. Effect of domestication--Liability of member of foreign nonprofit corporation domesticated in this state.
(a) Except as otherwise prohibited by law, when a domestication becomes effective:
(1)The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;
(2)The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation;
(3)An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred;
(4)The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;
(5)The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms; and
(6)The domesticating corporation is deemed to:
(i)Be incorporated under and subject to the same body of law of as the domesticated corporation for all purposes; and
(ii)Be the same corporation without interruption as the domesticating corporation.
(b) The personal liability of a member in a foreign nonprofit corporation that is domesticated in this state is as follows:
(1)The domestication 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;
(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;
(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 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 had not occurred.
Source: SL 2016, ch 221, §21.