TITLE 30

CORPORATIONS

CHAPTER 22

ENTITY TRANSACTIONS

PART 5

DOMESTICATION

30-22-504.  AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION. (a) A plan of domestication of a domestic domesticating entity may be amended:

(1)  In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or

(2)  By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:

(A)  The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;

(B)  The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or

(C)  Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.

(b)  After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved.

(c)  If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the entity, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:

(1)  The name of the domesticating entity;

(2)  The date on which the statement of domestication was filed by the secretary of state; and

(3)  A statement that the domestication has been abandoned in accordance with this section.

History:

[30-22-504, added 2015, ch. 243, sec. 21, p. 803.]