New Jersey Statutes 42:2C-85. Effect of domestication
Terms Used In New Jersey Statutes 42:2C-85
- 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.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
a. When a domestication takes effect:
(1) the domesticated company is for all purposes the company that existed before the domestication;
(2) all property owned by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7, Dissolution and Winding Up (sections 48 through 56 of this act).
b. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this State appoints the filing office as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the filing office under this subsection shall be made in the same manner and has the same consequences as in subsections c. and d. of section 17 of this act.
c. If a limited liability company has adopted and approved a plan of domestication under section 82 of this act providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of formation shall be delivered to the filing office for filing setting forth:
(1) the name of the company and such other information as may be required by the filing office to correctly identify the company;
(2) a statement that the certificate of formation is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the domestication was approved as required by this act; and
(4) the jurisdiction of formation of the domesticated foreign limited liability company.
L.2012, c.50, s.85.