A. When a foreign corporation’s certificate of domestication in the Commonwealth becomes effective, with respect to that corporation:
1. The title to all real estate and other property remains in the corporation without reversion or impairment;
2. The liabilities remain the liabilities of the corporation;
3. A proceeding pending may be continued by or against the corporation as if the domestication did not occur;
4. The articles of incorporation attached to the articles of domestication constitute the articles of incorporation of the corporation; and
a. Be incorporated under the laws of the Commonwealth for all purposes;
b. Be the same corporation as the corporation that existed under the laws of the jurisdiction or jurisdictions in which it was originally incorporated or formerly domiciled; and
c. Have been incorporated on the date it was originally incorporated or organized.
B. Any member or director of a foreign corporation that domesticates into the Commonwealth who, prior to the domestication, was liable for the liabilities or obligations of the corporation is not released from those liabilities or obligations by reason of the domestication.
History
2003, c. 374; 2007, c. 925.
