Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 11
Merger, Interest Exchange, Conversion, and Domestication

Subpart 5
Domestication

§ 7-13.1-1156. Effect of domestication.

(a) When a domestication becomes effective:

(1) The domesticated entity is:

(i) Organized under and thereafter subject to the organic law of the domesticated entity; and

(ii) The same entity without interruption as the domesticating entity;

(2) All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment;

(3) All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;

(4) Except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6) The certificate of limited partnership of the domesticated entity becomes effective;

(7) The provisions of the partnership agreement of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication become effective; and

(8) The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the partners of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under § 7-13.1-1116.

(b) Except as otherwise provided in the organic law or partnership agreement of the domesticating limited partnership, the domestication does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the domesticating partnership.

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited partnership and becomes subject to interest holder liability with respect to a domestic limited partnership as a result of the domestication has interest holder liability only to the extent provided by this chapter and only for those debts, obligations, and other liabilities that are incurred after the domestication becomes effective.

(d) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating limited partnership with respect to which the person had interest holder liability is subject to the following rules:

(1) The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the domestication became effective.

(2) A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the domestication becomes effective.

(3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the domestication had not occurred.

(4) A person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic domesticating limited partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the domestication had not occurred.

(e) When a domestication becomes effective, a foreign limited partnership that is the domesticated partnership may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 7-13.1-121.

(f) If the domesticating limited partnership is a registered foreign entity, the registration of the partnership is canceled when the domestication becomes effective.

(g) A domestication does not require a domestic domesticating limited partnership to wind up its affairs and does not constitute or cause the dissolution of the partnership.