Illinois Compiled Statutes 805 ILCS 415/303 – Approval of domestication
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(a) A plan of domestication is not effective unless it has been approved:
(1) by a domestic domesticating entity:
(A) in accordance with the requirements, if any,
(1) by a domestic domesticating entity:
Terms Used In Illinois Compiled Statutes 805 ILCS 415/303
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(A) in accordance with the requirements, if any,
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in its organic rules for approval of a domestication;
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(B) if its organic rules do not provide for
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approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
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(i) in the case of an entity that is not a
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business corporation, a merger, as if the domestication were a merger; or
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(ii) in the case of a business corporation, a
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merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
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(C) if neither its organic law nor organic rules
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provide for approval of a domestication or a merger described in subparagraph (B)(ii), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
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(2) in a record, by each interest holder of a
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domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
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(A) the organic rules of the entity in a record
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provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
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(B) the interest holder voted for or consented in
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a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
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(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of organization.