1(1) 2As used in this section, the term “not-for-profit corporation” includes any not-for-profit incorporated organization.
16(2) 17Any foreign not-for-profit corporation may become domesticated in this state by filing with the Department of State:34(a) 35A certificate of domestication, executed in accordance with subsection (7) and filed in accordance with s. 51617.01201; 52and 53(b) 54Articles of incorporation, executed and filed in accordance with ss. 64617.01201 65and 66617.020267. 68(3) 69The certificate of domestication shall certify:75(a) 76The date on which and the jurisdiction in which the corporation was first formed, incorporated, or otherwise came into being;
96(b) 97The name of the corporation immediately before the filing of the certificate of domestication;
111(c) 112The name of the corporation, as set forth in its articles of incorporation; and
126(d) 127The 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.
163(4) 164Upon 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. 194617.0203, 195the 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. 228(5) 229The domestication of any not-for-profit corporation in this state does not affect any obligations or liabilities that it incurred before its domestication.
251(6) 252The 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.
310(7) 311The 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.
357(8) 358When a domestication becomes effective:363(a) 364The title to all real and personal property, both tangible and intangible, of the foreign corporation remains in the domesticated corporation without reversion or impairment;
389(b) 390The liabilities of the foreign corporation remain the liabilities of the domesticated corporation;
403(c) 404An action or proceeding against the foreign corporation continues against the domesticated corporation as if the domestication had not occurred;
424(d) 425The articles of incorporation attached to the certificate of domestication constitute the articles of incorporation of the domesticated corporation; and
445(e) 446Membership interests in the foreign corporation remain identical in the domesticated corporation.
