617.1803 Domestication of foreign not-for-profit corporations.
617.1803 Domestication of foreign not-for-profit corporations.
(1) As used in this section, the term “not-for-profit corporation” includes any not-for-profit incorporated organization.
(2) Any foreign not-for-profit corporation may become domesticated in this state by filing with the Department of State:
(a) A certificate of domestication, executed in accordance with subsection (7) and filed in accordance with s. 617.01201; and
(b) Articles of incorporation, executed and filed in accordance with ss. 617.01201 and 617.0202.
(3) The certificate of domestication shall certify:
(a) The date on which and the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being;
(b) The name of the corporation immediately before the filing of the certificate of domestication;
(c) The name of the corporation, as set forth in its articles of incorporation; and
(d) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the corporation, or any other equivalent jurisdiction under applicable law, immediately before the filing of the certificate of domestication.
(4) Upon filing the certificate of domestication and articles of incorporation, the corporation shall be domesticated in this state and shall thereafter be subject to this section, except that notwithstanding s. 617.0203, the existence of the corporation shall be deemed to have commenced on the date it commenced its existence in the jurisdiction in which it was first formed, incorporated, or otherwise came into being.
(5) The domestication of any not-for-profit corporation in this state does not affect any obligations or liabilities that it incurred before its domestication.
(6) The filing of a certificate of domestication does not affect the choice of law applicable to the corporation, except that, after the date the certificate of domestication is filed, the law of this state, applies to the corporation to the same extent as if it had been incorporated as a not-for-profit corporation of this state on that date.
(7) The certificate of domestication shall be signed by any corporate officer, director, trustee, manager, partner, or other person performing functions equivalent to those of an officer or director, however named or described, who is authorized to sign the certificate of domestication on behalf of the corporation.
(8) When a domestication becomes effective:
(a) The title to all real and personal property, both tangible and intangible, of the foreign corporation remains in the domesticated corporation without reversion or impairment;
(b) The liabilities of the foreign corporation remain the liabilities of the domesticated corporation;
(c) An action or proceeding against the foreign corporation continues against the domesticated corporation as if the domestication had not occurred;
(d) The articles of incorporation attached to the certificate of domestication constitute the articles of incorporation of the domesticated corporation; and
(e) Membership interests in the foreign corporation remain identical in the domesticated corporation.
History. s. 3, ch. 2003-14; s. 53, ch. 2009-205.