(a) A plan of domestication is not effective unless it has been approved
(1) by a domestic domesticating entity
(A) in accordance with the requirements, if any, in the domestic domesticating entity's organic rules for approval of a domestication;
(B) if the domestic domesticating entity's organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of
(i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or
(ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
(C) if neither the domestic domesticating entity's organic law nor organic rules provide for approval of a domestication or a merger described in (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic domesticating entity that will have interest-holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation,
(A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of the entity's interest holders become subject to interest-holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
Section: Previous 10.55.501 10.55.502 10.55.503 10.55.504 10.55.505 10.55.506 NextLast modified: November 15, 2016