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2018 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:9.24 - Effect of Domestication.
Universal Citation: NH Rev Stat § 293-A:9.24 (2018)
293-A:9.24 Effect of Domestication. –
(a) When a domestication of a foreign business corporation in New Hampshire becomes effective:
(1) the title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without 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 other shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or into cash or other property in accordance with the terms of the domestication as approved under the laws of the foreign jurisdiction, and the shareholders are entitled only to the rights provided by those terms and under those laws; and
(6) the corporation is deemed to:
(i) be incorporated under and subject to the organic law of this state for all purposes;
(ii) be the same corporation without interruption as the corporation that existed under the laws of the foreign jurisdiction; and
(iii) have been incorporated on the date it was originally incorporated in the foreign jurisdiction.
(b) When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:
(1) appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and
(2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under RSA 293-A:13.01 through RSA 293-A:13.40.
(c) The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:
(1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.
(2) The shareholder shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subparagraph (1), as if the domestication had not occurred.
(4) The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subparagraph (1), as if the domestication had not occurred.
(a) When a domestication of a foreign business corporation in New Hampshire becomes effective:
(1) the title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without 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 other shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or into cash or other property in accordance with the terms of the domestication as approved under the laws of the foreign jurisdiction, and the shareholders are entitled only to the rights provided by those terms and under those laws; and
(6) the corporation is deemed to:
(i) be incorporated under and subject to the organic law of this state for all purposes;
(ii) be the same corporation without interruption as the corporation that existed under the laws of the foreign jurisdiction; and
(iii) have been incorporated on the date it was originally incorporated in the foreign jurisdiction.
(b) When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, the foreign business corporation is deemed to:
(1) appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and
(2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under RSA 293-A:13.01 through RSA 293-A:13.40.
(c) The owner liability of a shareholder in a foreign corporation that is domesticated in this state shall be as follows:
(1) The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication.
(2) The shareholder shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subparagraph (1), as if the domestication had not occurred.
(4) The shareholder shall have whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subparagraph (1), as if the domestication had not occurred.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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