Florida § 617.18034 - Effect of domestication.

§ 617.18034. Effect of domestication.

(1) When a domestication becomes effective: (a) All real property and other property owned by the domesticating corporation, including any interests therein and all title thereto, and every contract right and other right possessed by the domesticating corporation, are the property, contract rights, and other rights of the domesticated corporation without transfer, reversion, or impairment; (b) All debts, obligations, and other liabilities of the domesticating corporation are the debts, obligations, and other liabilities of the domesticated corporation; (c) The name of the domesticated corporation may be, but need not be, substituted for the name of the domesticating corporation in any pending action or proceeding; (d) The organic rules of the domesticated corporation become effective; (e) The eligible interests or other rights of the domesticating corporation are canceled or reclassified into eligible interests or other rights, obligations, rights to acquire eligible interests, cash, other property, or any combination of the foregoing, in accordance with the terms of the domestication, and the interest holders of the domesticating corporation are entitled only to the rights provided to them by those terms; and (f) The domesticated corporation is: 1. Incorporated under and subject to the organic law of the domesticated corporation; 2. The same corporation, without interruption, as the domesticating corporation; and 3. Deemed to have been incorporated on the date the domesticating corporation was originally incorporated. (2) Except as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of an interest holder in a foreign corporation that is domesticated into this state who had interest holder liability with respect to such domesticating corporation before the domestication becomes effective must be as follows: (a) The domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective. (b) The organic law of the domesticating corporation must continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (a), as if the domestication had not occurred. (c) The interest holder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by paragraph (a), as if the domestication had not occurred. (d) The interest holder may not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that are incurred after the domestication becomes effective. (3) An interest holder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication has such interest holder liability only with respect to interest holder liabilities that arise after the domestication becomes effective. (4) A domestication does not constitute or cause the dissolution of the domesticating corporation. (5) Property held in trust or otherwise dedicated to a charitable purpose and held by a domestic or foreign corporation immediately before a domestication becomes effective may not, as a result of the domestication, be diverted from the purposes for which it was donated, granted, devised, or otherwise transferred except pursuant to the laws of this state addressing cy pres or dealing with nondiversion of charitable assets. (6) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the domesticating corporation, and which takes effect or remains payable after the domestication inures to the domesticated corporation. (7) A trust obligation that would govern property if transferred to the domesticating corporation applies to property that is to be transferred to the domesticated corporation after the domestication takes effect.