New Jersey § 42:2c-85

§ 42:2c-85.

Effect of Domestication. a. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the

domestication; (2) all property owned by the domesticating company remains vested in the domesticated

company; (3) all debts, obligations, or other liabilities of the domesticating company continue

as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued

as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities,

powers, and purposes of the domesticating company remain vested in the domesticated

company; (6) except as otherwise provided in the plan of domestication, the terms and conditions

of the plan of domestication take effect; and (7) except as otherwise agreed, the domestication does not dissolve a domesticating

limited liability company for the purposes of Article 7, Dissolution and Winding Up

(sections 48 through 56 of this act 1 ). b. A domesticated company that is a foreign limited liability company consents to

the jurisdiction of the courts of this State to enforce any debt, obligation, or other

liability owed by the domesticating company, if, before the domestication, the domesticating

company was subject to suit in this State on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized

to transact business in this State appoints the filing office as its agent for service

of process for purposes of enforcing a debt, obligation, or other liability under

this subsection. Service on the filing office under this subsection shall be made in the same manner

and has the same consequences as in subsections c. and d. of section 17 of this act. 2 c. If a limited liability company has adopted and approved a plan of domestication

under section 82 of this act 3 providing for the company to be domesticated in a foreign jurisdiction, a statement

surrendering the company's certificate of formation shall be delivered to the filing

office for filing setting forth: (1) the name of the company and such other information as may be required by the filing

office to correctly identify the company; (2) a statement that the certificate of formation is being surrendered in connection

with the domestication of the company in a foreign jurisdiction; (3) a statement that the domestication was approved as required by this act; and (4) the jurisdiction of formation of the domesticated foreign limited liability company. 1

L.2012, c. 50 (N.J.S.A. §§ 42:2C-48 through 42:2C-56). 2

L.2012, c. 50 (N.J.S.A. § 42:2C-17). 3

L.2012, c. 50 (N.J.S.A. § 42:2C-82).