§ 4-25-109 - Corporation permitted to change its state of incorporation.
4-25-109. Corporation permitted to change its state of incorporation.
(a) (1) Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change.
(2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change.
(b) (1) This change may be made by a business corporation:
(A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require;
(B) At an annual or special meeting of shareholders; and
(C) If the notice sets forth the consideration of this action as the purpose of the meeting.
(2) (A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president.
(B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery.
(3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the office of the Secretary of State and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction.
(4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state.
(5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation.
(c) (1) The change may be made by a foreign corporation by filing with the Secretary of State:
(A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction;
(B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state;
(C) An application for incorporation pursuant to this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of 4-27-202;
(D) A franchise tax contact sheet provided by the Secretary of State; and
(E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state.
(2) (A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery.
(B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state.
(3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state.
(4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction.