8982 - Domestication.
§ 8982. Domestication. (a) General rule.--Any qualified foreign limited liability company may become a domestic limited liability company by filing in the Department of State a certificate of domestication. The certificate of domestication, upon being filed in the department, shall constitute the certificate of organization of the domesticated company, and it shall thereafter continue as a limited liability company which shall be a domestic limited liability company subject to this chapter. (b) Certificate of domestication.--The certificate of domestication shall be executed by the company and shall set forth in the English language: (1) The name of the company. If the name is in a foreign language, it shall be set forth in Roman letters or characters or Arabic or Roman numerals. If the name is one that is rendered unavailable for use by any provision of section 8905 (relating to name), the company shall adopt, in accordance with any procedures for changing the name of the company that are applicable prior to the domestication of the company, and shall set forth in the certificate of domestication an available name. (2) Subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office in this Commonwealth. (3) A statement that upon domestication the company will be subject to the domestic limited liability company provisions of the Limited Liability Company Law of 1994 and, if desired, a brief statement of the purpose or purposes for which it is to be domesticated which shall be a purpose or purposes for which a domestic limited liability company may be organized under this chapter and which may consist of or include a statement that the company shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which companies may be organized under the Limited Liability Company Law of 1994. (4) Any desired provisions relating to the manner and basis of reclassifying the membership interests of the company. (5) A statement that the filing of the certificate of domestication and, if desired, the renunciation of the original certificate of organization of the company has been authorized, unless its certificate of organization or other organic documents require a greater vote, by a majority of the votes cast by all members entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, a majority of the votes cast in each class vote. (6) Any other provisions authorized or required by this chapter to be set forth in an original certificate of organization. See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 8907 (relating to execution of documents). (c) Effect of domestication.-- (1) As a domestic limited liability company, the domesticated company shall no longer be a foreign limited liability company for the purposes of this chapter and shall instead be a domestic limited liability company with all the powers and privileges and all the duties and limitations granted and imposed upon domestic limited liability companies. In all other respects, the domesticated limited liability company shall be deemed to be the same limited liability company as it was prior to the domestication without any change in or effect on its existence. Without limiting the generality of the previous sentence, the domestication shall not be deemed to have dissolved the company or to have affected in any way: (i) the right and title of the company in and to its assets, property, franchises, estates and choses in action; (ii) the liability of the company for its debts, obligations, penalties and public accounts due the Commonwealth; (iii) any liens or other encumbrances on the property or assets of the company; or (iv) any contract, license or other agreement to which the company is a party or under which it has any rights or obligations. (2) The membership interests in the domesticated company shall be unaffected by the domestication except to the extent, if any, reclassified in the certificate of domestication. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsecs. (b)(1) and (c). Cross References. Section 8982 is referred to in sections 161, 162, 8978 of this title.