2014 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 17. NONPROFIT CORPORATIONS CHAPTER 31. DOMESTICATION OF NONPROFIT CORPORATION
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IC 23-17-31
Chapter 31. Domestication of Nonprofit Corporation
IC 23-17-31-1
Domestication; applicable laws; plan of domestication
Sec. 1. (a) A foreign nonprofit corporation may become a
domestic nonprofit corporation only if the domestication is permitted
by the organic law of the domiciliary state of the foreign nonprofit
corporation. The laws of Indiana govern the effect of domesticating
a foreign nonprofit corporation in Indiana under this chapter.
(b) A domestic nonprofit corporation may become a foreign
nonprofit corporation only if the domestication is permitted by the
laws of the foreign jurisdiction where the domestic nonprofit
corporation is seeking redomestication. Regardless of whether the
laws of the foreign jurisdiction require the adoption of a plan of
domestication, the domestication must be approved by the adoption
by the nonprofit corporation of a plan of domestication in the manner
provided in this section. The laws of the foreign jurisdiction govern
the effect of domesticating in that jurisdiction.
(c) The plan of domestication must include:
(1) a statement of the jurisdiction in which the nonprofit
corporation is to be domesticated;
(2) the terms and conditions of the domestication; and
(3) any desired amendments to the articles of incorporation of
the nonprofit corporation following its domestication.
As added by P.L.63-2014, SEC.27.
IC 23-17-31-2
Domestication in a foreign jurisdiction; adoption by board of
directors required
Sec. 2. In the case of a domestication of a domestic nonprofit
corporation in a foreign jurisdiction, the plan of domestication must
be adopted by the board of directors.
As added by P.L.63-2014, SEC.27.
IC 23-17-31-3
Articles of domestication
Sec. 3. (a) After the domestication of a foreign nonprofit
corporation has been authorized as required by the laws of the foreign
jurisdiction, the articles of domestication must be executed by an
officer or other authorized representative. The articles must set forth:
(1) the name of the nonprofit corporation immediately before
the filing of the articles of domestication and, if that name is
unavailable for use in Indiana or the nonprofit corporation
desires to change its name in connection with the domestication,
a name that satisfies the requirements of IC 23-17-5-1;
(2) the jurisdiction of incorporation of the nonprofit corporation
immediately before the filing of the articles of domestication in
that jurisdiction; and
(3) a statement that the domestication of the nonprofit
corporation in Indiana was authorized as required by the laws of
the jurisdiction in which the nonprofit corporation was
incorporated immediately before its domestication under this
chapter.
(b) The articles of domestication must either contain all the
provisions that IC 23-17-3-2 requires to be set forth in articles of
incorporation and any other desired provisions that IC 23-17-3-3
permits to be included in the articles of incorporation or must have
attached articles of incorporation. In either case, provisions that
would not be required to be included in restated articles of
incorporation may be omitted.
(c) The articles of domestication must be delivered to the secretary
of state for filing and are effective at the time provided in
IC 23-17-29-4.
(d) If the foreign corporation is authorized to transact business in
this state under IC 23-17-26, its certificate of authority is canceled
automatically on the effective date of its domestication.
As added by P.L.63-2014, SEC.27.
IC 23-17-31-4
Articles of charter surrender
Sec. 4. (a) Whenever a domestic nonprofit corporation has adopted
and approved, in the manner required by this chapter, a plan of
domestication providing for the nonprofit corporation to be
domesticated in a foreign jurisdiction, an officer or another
authorized representative of the domestic nonprofit corporation must
execute articles of charter surrender on behalf of the domestic
nonprofit corporation. The articles of charter surrender must set forth:
(1) the name of the nonprofit corporation;
(2) a statement that the articles of charter surrender are being
filed in connection with the domestication of the nonprofit
corporation in a foreign jurisdiction;
(3) a statement that the domestication was approved by the
board of directors; and
(4) the nonprofit corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender must be delivered by the
nonprofit corporation to the secretary of state for filing. The articles
of charter surrender are effective at the time provided in
IC 23-17-29-4.
As added by P.L.63-2014, SEC.27.
IC 23-17-31-5
Effect of domestication
Sec. 5. When a domestication of a foreign nonprofit corporation
in Indiana becomes effective:
(1) the title to all real and personal property, both tangible and
intangible, held by the nonprofit corporation remains in the
nonprofit corporation without reversion or impairment;
(2) the liabilities of the nonprofit corporation remain the
liabilities of the nonprofit corporation;
(3) an action or proceeding pending against the nonprofit
corporation continues against the nonprofit 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 the nonprofit corporation;
(5) the nonprofit corporation is considered to:
(A) be incorporated under the laws of Indiana for all
purposes;
(B) be the same nonprofit corporation without interruption as
the nonprofit corporation that existed under the laws of the
foreign jurisdiction; and
(C) have been incorporated on the date it was originally
incorporated in the foreign jurisdiction.
As added by P.L.63-2014, SEC.27.
IC 23-17-31-6
Abandoning domestication
Sec. 6. (a) Unless otherwise provided in a plan of domestication
of a domestic nonprofit corporation, after the plan has been adopted
and approved as required by this chapter, and at any time before the
domestication has become effective, the plan of domestication may
be abandoned by the board of directors.
(b) If a domestication is abandoned under subsection (a) after
articles of charter surrender have been filed with the secretary of state
but before the domestication has become effective, a statement that
the domestication has been abandoned under this section, executed
by an officer or other authorized representative, must be delivered to
the secretary of state for filing before the effective date of the
domestication. The statement is effective upon filing and the
domestication is abandoned and may not become effective.
(c) If the domestication of a foreign nonprofit corporation in
Indiana is abandoned under the laws of the foreign jurisdiction after
articles of domestication have been filed with the secretary of state,
a statement that the domestication has been abandoned, executed by
an officer or other authorized representative, must be delivered to the
secretary of state for filing. The statement is effective upon filing and
the domestication is abandoned and may not become effective.
As added by P.L.63-2014, SEC.27.
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