Note: This version of section effective until 1-1-2018. See also following repeal of this chapter, effective 1-1-2018.

1. (1) the title to all real and personal property, both tangible and intangible, held by the corporation remains in the corporation without reversion or impairment;
2. (2) the liabilities of the corporation remain the liabilities of the corporation;
3. (3) an action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred;
4. (4) the articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of the corporation;
5. (5) the shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities, or 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. (6) the corporation is considered to:

   1. (A) be incorporated under the laws of Indiana for all purposes;
   2. (B) be the same corporation without interruption as the corporation that existed under the laws of the foreign jurisdiction; and
   3. (C) have been incorporated on the date it was originally incorporated in the foreign jurisdiction.

   4. (b) When a domestication of a domestic corporation in a foreign jurisdiction becomes effective, the foreign corporation is considered to:

      1. (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. (2) agree that it will promptly pay the amount, if any, to which shareholders are entitled under IC 23-1-40 .

   5. (c) The owner liability of a shareholder in a foreign corporation that is domesticated in Indiana is as follows:

      1. (1) The domestication does not discharge owner liability under the laws of the foreign jurisdiction to the extent owner liability arose before the effective time of the articles of domestication.
      2. (2) The shareholder does not have owner liability under the laws of the foreign jurisdiction for a debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
      3. (3) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any owner liability preserved by subdivision (1), as if the domestication had not occurred and the corporation were still incorporated under the laws of the foreign jurisdiction.
      4. (4) The shareholder has whatever rights of contribution from other shareholders are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subdivision (1), as if the domestication had not occurred and the corporation were still incorporated under the laws of that jurisdiction.

Sec. 8. (a) When a domestication of a foreign corporation in Indiana becomes effective:

As added by P.L.178-2002, SEC.99. Amended by P.L.130-2006, SEC.10.