La. R.S. § 12:1-924 Effect of Domestication

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-924

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: