Louisiana Revised Statutes 12:1-924 – Effect of domestication
Terms Used In Louisiana Revised Statutes 12:1-924
- Appraisal: A determination of property value.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Personal property: All property that is not real property.
- Service of process: The service of writs or summonses to the appropriate party.
A. When a domestication becomes effective, all of the following shall apply:
(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without any transfer, assignment, 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 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 shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the terms of the domestication, and the shareholders are entitled only to the rights provided by those terms and to any appraisal rights they may have under the organic law of the domesticating corporation,
(6) The corporation is deemed to be all of the following:
(a) Incorporated under and subject to the organic law of the domesticated corporation for all purposes.
(b) The same corporation without interruption as the domesticating corporation.
(c) Incorporated on the date the domesticating corporation was originally incorporated.
B. When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation remains both of the following:
(1) Obligated under the laws of this state to pay promptly the amount, if any, to which shareholders who exercise appraisal rights in connection with the domestication are entitled under Part 13 of this Chapter.
(2) Subject to the personal jurisdiction of the courts of this state in accordance with La. Rev. Stat. 13:3201, and to service of process in accordance with law.
C. The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:
(1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.
(2) The shareholder shall not have owner 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 shall continue to apply to the collection or discharge of any owner liability preserved by Paragraph (C)(1) of this Section, as if the domestication had not occurred.
(4) The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by Paragraph (C)(1) of this Section, as if the domestication had not occurred.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.