The Vermont Statutes Online
The Statutes below include the actions of the 2024 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Title 11A: Vermont Business Corporations
Chapter 011: Conversion, Merger, Share Exchange, and Domestication
§ 11.01. Definitions
As used in this chapter:
(1) “Constituent corporation” means a constituent organization that is a corporation.
(2) “Constituent organization” means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter.
(3) “Conversion” means a transaction authorized by sections 11.02 through 11.07 of this title.
(4) “Converted organization” means the converting organization as it continues in existence after a conversion.
(5) “Converting organization” means the domestic organization that approves a plan of conversion pursuant to section 11.04 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation.
(6) “Domestic organization” means an organization whose internal affairs are governed by the law of this State.
(7) “Domesticated corporation” means the corporation that exists after a domesticating corporation effects a domestication pursuant to sections 11.13 through 11.16 of this title.
(8) “Domesticating corporation” means the corporation that effects a domestication pursuant to sections 11.13 through 11.16 of this title.
(9) “Domestication” means a transaction authorized by sections 11.13 through 11.16 of this title.
(10) “Governing statute” means the statute that governs an organization’s internal affairs.
(11) “Interest holder” means:
(A) a shareholder of a business corporation;
(B) a member of a nonprofit corporation;
(C) a general partner of a general partnership, including a limited liability partnership;
(D) a general partner of a limited partnership, including a limited liability partnership;
(E) a limited partner of a limited partnership, including a limited liability partnership;
(F) a member of a limited liability company;
(G) a shareholder of a general cooperative association;
(H) a member of a limited cooperative association or mutual benefit enterprise;
(I) a member of an unincorporated nonprofit association;
(J) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
(K) any other direct holder of an interest.
(12) “Merger” means a merger authorized by sections 11.08 through 11.12 of this title.
(13) “Organization”:
(A) means any of the following, whether a domestic or foreign organization, and regardless of whether organized for profit:
(i) a business corporation;
(ii) a nonprofit corporation;
(iii) a general partnership, including a limited liability partnership;
(iv) a limited partnership, including a limited liability limited partnership;
(v) a limited liability company;
(vi) a general cooperative association;
(vii) a limited cooperative association or mutual benefit enterprise;
(viii) an unincorporated nonprofit association;
(ix) a statutory trust, business trust, or common-law business trust; or
(x) any other person that has:
(I) a legal existence separate from any interest holder of that person; or
(II) the power to acquire an interest in real property in its own name; and
(B) does not include:
(i) an individual;
(ii) a trust with a predominantly donative purpose or a charitable trust;
(iii) an association or relationship that is not an organization listed in subdivision (A) of this subdivision (13) and is not a partnership under 11 V.S.A. chapter 22 or 23, or a similar provision of law of another jurisdiction;
(iv) a decedent’s estate; or
(v) a government or a governmental subdivision, agency, or instrumentality.
(14) “Organizational documents” means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:
(A) for a general partnership, its statement of partnership authority and partnership agreement;
(B) for a limited liability partnership, its statement of qualification and partnership agreement;
(C) for a limited partnership, its certificate of limited partnership and partnership agreement;
(D) for a limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
(E) for a business trust, its agreement of trust and declaration of trust;
(F) for a business corporation, its certificate or articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
(G) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(15) “Personal liability” means:
(A) liability for a debt, obligation, or other liability of an organization which is imposed on a person:
(i) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(ii) by the organization’s organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization; or
(B) an obligation of an interest holder under the organizational documents of an organization to contribute to the organization.
(16) “Private organizational documents” means organizational documents or portions thereof for a domestic or foreign organization that are not part of the organization’s public record, if any, and includes:
(A) the bylaws of a business corporation;
(B) the bylaws of a nonprofit corporation;
(C) the partnership agreement of a general partnership or limited liability partnership;
(D) the partnership agreement of a limited partnership or limited liability limited partnership;
(E) the operating agreement of a limited liability company;
(F) the bylaws of a general cooperative association;
(G) the bylaws of a limited cooperative association or mutual benefit enterprise;
(H) the governing principles of an unincorporated nonprofit association; and
(I) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.
(17) “Protected agreement” means:
(A) a record evidencing indebtedness and any related agreement in effect on July 1, 2017;
(B) an agreement that is binding on an organization on July 1, 2017;
(C) the organizational documents of an organization in effect on July 1, 2017; or
(D) an agreement that is binding on any of the partners, directors, managers, or interest holders of an organization on July 1, 2017.
(18) “Public organizational documents” means the record of organizational documents required to be filed with the Secretary of State to form an organization, and any amendment to or restatement of that record, and includes:
(A) the articles of incorporation of a business corporation;
(B) the articles of incorporation of a nonprofit corporation;
(C) the statement of partnership authority of a general partnership;
(D) the statement of qualification of a limited liability partnership;
(E) the certificate of limited partnership of a limited partnership;
(F) the articles of organization of a limited liability company;
(G) the articles of incorporation of a general cooperative association;
(H) the articles of organization of a limited cooperative association or mutual benefit enterprise; and
(I) the certificate of trust of a statutory trust or similar record of a business trust.
(19) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(20) “Share exchange” means a share exchange authorized by sections 11.08 through 11.12 of this title.
(21) “Surviving organization” means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.02. Conversion authorized
(a) By complying with sections 11.03 through 11.06 of this title, a domestic corporation may become a domestic organization that is a different type of organization.
(b) By complying with sections 11.03 through 11.06 of this title, a domestic organization may become a domestic corporation.
(c) By complying with sections 11.03 through 11.06 of this title applicable to foreign organizations, a foreign organization that is not a foreign corporation may become a domestic corporation if the conversion is authorized by the law of the foreign organization’s jurisdiction of formation.
(d) If a protected agreement contains a provision that applies to a merger of a domestic corporation but does not refer to a conversion, the provision applies to a conversion of the corporation as if the conversion were a merger until the provision is amended after July 1, 2017. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.03. Plan of conversion
(a) A domestic corporation may convert to a different type of organization under section 11.02 of this title by approving a plan of conversion, and a domestic organization, other than a corporation, may convert into a domestic corporation by approving a plan of conversion. The plan shall be in a record and shall contain:
(1) the name of the converting corporation or organization;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) the manner and basis for converting an interest holder’s interest in the converting organization into any combination of an interest in the converted organization and other consideration;
(4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;
(5) the full text of the private organizational documents of the converted organization that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this State or the organizational documents of the converting corporation.
(b) A plan of conversion may contain any other provision not prohibited by law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.04. Approval of conversion
Subject to section 11.17 of this title and any contractual rights, a converting organization shall approve a plan of conversion as follows:
(1) a domestic corporation shall approve a plan of conversion in accordance with the procedures for approving a merger under section 11.10 of this title;
(2) any other organization shall approve a plan of conversion in accordance with its governing statute and its organizational documents; provided:
(A) if its organizational documents do not address the manner for approving a conversion, then a plan of conversion shall be approved by the same vote required under the organizational documents for a merger; and
(B) if its organizational documents do not provide for approval of a merger, then by the approval of the number or percentage of interest holders required to approve a merger under the governing statute. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.05. Amendment or abandonment of plan of conversion
(a) A domestic corporation may amend a plan of conversion:
(1) in the same manner the corporation approved the plan, if the plan does not specify how to amend the plan; or
(2) by its directors and shareholders as provided in the plan, but a shareholder who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:
(A) the amount or kind of consideration the shareholder may receive under the plan;
(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or
(C) other terms or conditions of the plan if the change would adversely affect the shareholder in any material respect.
(b) A domestic general or limited partnership may amend a plan of conversion:
(1) in the same manner the partnership approved the plan, if the plan does not specify how to amend the plan; or
(2) by the partners as provided in the plan, but a partner who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:
(A) the amount or kind of consideration the partner may receive under the plan;
(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or
(C) other terms or conditions of the plan if the change would adversely affect the partner in any material respect.
(c) A domestic limited liability company may amend a plan of conversion:
(1) in the same manner the company approved the plan, if the plan does not specify how to amend the plan; or
(2) by the managers or members as provided in the plan, but a member who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan that will change:
(A) the amount or kind of consideration the member may receive under the plan;
(B) the public organizational documents, if any, or private organizational documents of the converted organization in effect after the conversion, except for a change that the interest holders of the converted organization are not required to approve under its governing statute or organizational documents; or
(C) other terms or conditions of the plan if the change would adversely affect the member in any material respect.
(d)(1) After a domestic converting organization approves a plan of conversion, and before a statement of conversion takes effect, the organization may abandon the conversion as provided in the plan.
(2) Unless prohibited by the plan, the organization may abandon the plan in the same manner it approved the plan.
(e)(1) A domestic converting organization that abandons a plan of conversion pursuant to subsection (d) of this section shall deliver a signed statement of abandonment to the Secretary of State for filing before the statement of conversion takes effect.
(2) The statement of abandonment shall contain:
(A) the name of the converting organization;
(B) the date the Secretary of State filed the statement of conversion; and
(C) a statement that the converting organization has abandoned the conversion pursuant to this section.
(3) A statement of abandonment takes effect on filing, and on filing the conversion is abandoned and does not take effect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.06. Statement of conversion; effective date of conversion
(a) A converting organization shall sign a statement of conversion and deliver it to the Secretary of State for filing.
(b) A statement of conversion shall contain:
(1) the name, jurisdiction of formation, and type of organization prior to the conversion;
(2) the name, jurisdiction of formation, and type of organization following the conversion;
(3) if the converting organization is a domestic organization, a statement that the organization approved the plan of conversion in accordance with the provisions of this chapter, or, if the converting organization is a foreign organization, a statement that the organization approved the conversion in accordance with its governing statute; and
(4) the public organizational documents of the converted organization.
(c) A statement of conversion may contain any other provision not prohibited by law.
(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall comply with the law of this State.
(e)(1) If a converted organization is a domestic corporation, its conversion takes effect when the statement of conversion takes effect.
(2) If a converted organization is not a domestic corporation, its conversion takes effect on the later of:
(A) the date and time provided by its governing statute; or
(B) when the statement of conversion takes effect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.07. Effect of conversion
(a) When a conversion takes effect:
(1) The converted organization is:
(A) organized under and subject to the governing statute of the converted organization; and
(B) the same organization continuing without interruption as the converting organization.
(2) The property of the converting organization continues to be vested in the converted organization without transfer, assignment, reversion, or impairment.
(3) The debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization.
(4) Except as otherwise provided by law or the plan of conversion, the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization.
(5) A court or other authority may substitute the name of the converted organization for the name of the converting organization in any pending action or proceeding.
(6) The public organizational documents of the converted organization takes effect.
(7) The provisions of the organizational documents of the converted organization that are required to be in a record, if any, that were approved as part of the plan of conversion take effect.
(8) The interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.
(b) Except as otherwise provided in the organizational documents of a domestic converting organization, a conversion does not give rise to any rights that a shareholder, member, partner, limited partner, director, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.
(c) When a conversion takes effect, a person who did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to the converted organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the converted organization and only for those debts, obligations, and other liabilities that the converted organization incurs after the conversion.
(d) When a conversion takes effect, a person who had personal liability for a debt, obligation, or other liability of the converting organization but who does not have personal liability with respect to the converted organization is subject to the following rules:
(1) The conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion took effect.
(2) The person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion takes effect.
(3) This title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(4) The person has the rights of contribution from another person that are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(e) When a conversion takes effect, a person may serve a foreign organization that is the converted organization with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 5.04 of this title.
(f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion takes effect.
(g) A conversion does not require an organization to wind up its affairs and does not constitute or cause the dissolution of the organization. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.08. Merger authorized; plan of merger
(a) A corporation organized pursuant to this title may merge with one or more other constituent organizations pursuant to this section and sections 11.09 through 11.12 of this title and a plan of merger if:
(1) the governing statute of each of the other constituent organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other constituent organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and type of each constituent organization;
(2) the name and type of the surviving constituent organization and, if the surviving constituent organization is created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting an interest holder’s interest in each constituent organization into any combination of an interest in the surviving organization and other consideration;
(4) if the merger creates the surviving constituent organization, the surviving constituent organization’s organizational documents that are proposed to be in a record; and
(5) if the merger does not create the surviving constituent organization, any amendments to the surviving constituent organization’s organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.09. Share exchange authorized; plan of share exchange
(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts, and its shareholders, if required under section 11.10 of this title, approve a plan of share exchange.
(b) The plan of share exchange shall be in a record and shall include:
(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation; and
(2) the terms and conditions of the share exchange; including the manner and basis of exchanging the shares to be acquired in exchange for shares of the acquiring corporation or other consideration.
(c) The plan of share exchange may contain any other provision not prohibited by law. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.10. Approval of plan of merger or share exchange
(a) Subject to section 11.17 of this title and any contractual rights, a constituent organization shall approve a plan of merger or share exchange as follows:
(1) If the constituent organization is a corporation:
(A) the board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and
(B) the shareholders entitled to vote must approve the plan.
(2) If the constituent organization is not a corporation, the plan of merger or share exchange shall be approved in accordance with the organization’s governing statute and organizational documents.
(b) The board of directors of a constituent corporation may condition its submission of the proposed merger or share exchange on any basis.
(c) For a constituent organization that is a domestic corporation:
(1)(A) The constituent organization shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 7.05 of this title.
(B) The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.
(2) Unless this title, the articles of incorporation, or the board of directors acting pursuant to subsection (b) of this section requires a greater vote or a vote by voting groups, the plan of merger or share exchange must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(3) Separate voting by voting groups is required:
(A) on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 10.04 of this title; and
(B) on a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
(4) Action by the shareholders of the surviving corporation on a plan of merger is not required if:
(A) the articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10.02 of this title, from its articles before the merger;
(B) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after;
(C) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and
(D) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.
(5) As used in this subsection:
(A) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.
(B) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.
(d) Subject to section 11.17 of this title and any contractual rights, after a constituent organization approves a merger or share exchange, and before the organization delivers articles of merger or share exchange to the Secretary of State for filing, a constituent organization may amend the plan or abandon the merger or share exchange:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.11. Filing required for merger or share exchange; effective date
(a) After each constituent organization approves a merger or share exchange, a person with appropriate authority shall sign articles of merger or share exchange on behalf of:
(1) each constituent corporation; and
(2) each other constituent organization as required by its governing statute.
(b) Articles of merger under this section shall be in a record and shall include:
(1) the name and type of each constituent organization and the jurisdiction of its governing statute;
(2) the name and type of the surviving constituent organization, the jurisdiction of its governing statute, and, if the merger creates the surviving constituent organization, a statement to that effect;
(3) the date the merger takes effect under the governing statute of the surviving constituent organization;
(4) if the merger creates the surviving constituent organization, its public organizational documents;
(5) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents;
(6) a statement on behalf of each constituent organization that it approved the merger as required by its governing statute;
(7) if the surviving constituent organization is a foreign constituent organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and
(8) any additional information the governing statute of a constituent organization requires.
(c) A merger takes effect under this chapter:
(1) if the surviving constituent organization is a corporation, upon the later of:
(A) compliance with subsection (f) of this section; or
(B) subject to section 1.23 of this title, as specified in the articles of merger; or
(2) if the surviving constituent organization is not a corporation, as provided by the governing statute of the surviving constituent organization.
(d) Articles of share exchange under this section shall be in a record and shall include:
(1) the name and type of each constituent organization and the jurisdiction of its governing statute;
(2) the date the share exchange takes effect under the governing statute of each of the constituent organizations;
(3) a statement on behalf of each constituent organization that it approved the share exchange as required by its governing statute;
(4) if either constituent organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title; and
(5) any additional information the governing statute of a constituent organization requires.
(e) A share exchange takes effect under this chapter upon the later of:
(1) compliance with subsection (f) of this section; or
(2) subject to section 1.23 of this title, as specified in the articles of share exchange.
(f) Each constituent organization shall deliver the articles of merger or share exchange for filing in the Office of the Secretary of State. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.12. Effect of merger or share exchange
(a) When a merger takes effect:
(1) the surviving constituent organization continues or comes into existence;
(2) each constituent organization that merges into the surviving constituent organization ceases to exist as a separate entity;
(3) the property of each constituent organization that ceases to exist vests in the surviving constituent organization without transfer, assignment, reversion, or impairment;
(4) the debts, obligations, and other liabilities of each constituent organization that ceases to exist continue as debts, obligations, and other liabilities of the surviving constituent organization;
(5) an action or proceeding pending by or against a constituent organization that ceases to exist continues as if the merger did not occur;
(6) except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving constituent organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of chapter 14 of this title;
(9) if the merger creates the surviving constituent organization, its public organizational documents take effect; and
(10) if the surviving constituent organization preexists the merger, any amendments to its public organizational documents take effect.
(b)(1) A surviving constituent organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the constituent organization owes, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.
(2) A surviving constituent organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.
(c) When a share exchange takes effect:
(1) the shares of each acquired constituent organization are exchanged as provided in the plan of share exchange; and
(2) the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 13 of this title. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.13. Domestication authorized
(a) A foreign corporation may become a domestic corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:
(1) the foreign corporation’s governing statute and its organizational documents permit the domestication; and
(2) the foreign corporation complies with its governing statute and organizational documents.
(b) A domestic corporation may become a foreign corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:
(1) its organizational documents permit the domestication; and
(2) the corporation complies with this section and sections 11.14 through 11.17 of this title and its organizational documents.
(c) A plan of domestication shall be in a record and shall include:
(1) the name of the domesticating corporation before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated corporation after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting an interest holder’s interest in the domesticating organization into any combination of an interest in the domesticated organization and other consideration; and
(4) the organizational documents of the domesticated corporation that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.14. Action on plan of domestication
(a) A domesticating corporation shall approve a plan of domestication as follows:
(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation’s organizational documents; provided that:
(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or
(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;
(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.
(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.15. Filing required for domestication; effective date
(a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:
(1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction;
(2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication;
(3) the name of the corporation and the jurisdiction of its governing statute following domestication;
(4) the date the domestication takes effect under the governing statute of the domesticated company; and
(5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.
(b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:
(1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title;
(2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or
(3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.
(c) A domestication takes effect:
(1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and
(2) according to the governing statute of jurisdiction to which the corporation is domesticating. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.16. Effect of domestication
(a) When a domestication takes effect:
(1) The domesticated corporation is for all purposes the corporation that existed before the domestication.
(2) The property owned by the domesticating corporation remains vested in the domesticated corporation.
(3) The debts, obligations, and other liabilities of the domesticating corporation continue as debts, obligations, and other liabilities of the domesticated corporation.
(4) An action or proceeding pending by or against a domesticating corporation continues as if the domestication had not occurred.
(5) Except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the domesticated corporation.
(6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.
(7) Except as otherwise agreed, the domestication does not dissolve a domesticating corporation for the purposes of this chapter 11.
(b)(1) A domesticated corporation that was a foreign corporation consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the domesticating corporation owes, if, before the domestication, the domesticating corporation was subject to suit in this State on the debt, obligation, or other liability.
(2) A domesticated corporation that was a foreign corporation and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.
(c) A corporation that domesticates in a foreign jurisdiction shall deliver to the Secretary of State for filing a statement surrendering the corporation’s certificate of organization that includes:
(1) the name of the corporation;
(2) a statement that the articles of incorporation are surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the corporation approved the domestication as required by this title; and
(4) the name of the relevant foreign jurisdiction. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.17. Restriction on approval of conversion, merger, and domestication
(a) An approval or amendment of a plan of conversion, plan of merger, or plan of domestication under this chapter is ineffective without the approval of each interest holder of a surviving constituent who will have personal liability for a debt, obligation, or other liability of the organization, unless:
(1) a provision of the organization’s organizational documents provides in a record that some or all of its interest holders may be subject to personal liability by a vote or consent of fewer than all of the interest holders; and
(2)(A) the interest holder voted for or consented in a record to the provision referenced in subdivision (1) of this subsection; or
(B) the interest holder became an interest holder after the organization adopted the provision referenced in subdivision (1) of this subsection.
(b) An interest holder does not provide consent as required in subdivision (a)(2)(A) of this section merely by consenting to a provision of the organizational documents that permits the organization to amend the organizational documents with the approval of fewer than all of the interest holders. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
§ 11.18. Chapter not exclusive
(a) This chapter does not preclude an organization from being converted, merged, or domesticated under law other than this title.
(b) This chapter does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through means other than those included in this chapter. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
