2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.24 - Effect of Domestication

Section 9.24. EFFECT OF DOMESTICATION
(a) When a domestication of a foreign business corporation in the commonwealth 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 organization attached to the articles of domestication, constitute the articles of organization of the corporation;
(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 considered to:
(i) be incorporated under the laws of the commonwealth 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 considered 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 PART 13.
(c) The owner liability of a shareholder in a foreign corporation that is domesticated in the commonwealth shall be as follows:
(1) The domestication shall not discharge any owner liability under the laws of the foreign jurisdiction to the extent the 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 laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by clause (1), as if the domestication had not occurred and the corporation were still incorporated under the laws of the foreign jurisdiction.
(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 clause (1), as if the domestication had not occurred and the corporation were still incorporated under the laws of that jurisdiction.
(d) A shareholder who becomes subject to owner liability for some or all of the debts, obligations or liabilities of the corporation as a result of its domestication in the commonwealth shall be personally liable only for those debts, obligations or liabilities of the corporation that arise after the effective time of the articles of domestication.