Title 30, CORPORATIONS

30-22-101. SHORT TITLE. This chapter may be cited as the "Idaho Model Entity Transactions Act."

30-22-102. definitions. (a) As used in this chapter: (1) "Acquired entity" means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange. (2) "Acquiring entity" means the entity that acquires all of one (1) or more classes or se…

30-22-103. RELATIONSHIP OF CHAPTER TO OTHER LAWS. (a) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. (b) A transaction effected under this chapter may not create or impair any right or obl…

30-22-104. REQUIRED NOTICE OR APPROVAL. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state before engaging in a merger transaction of a type covered by this chapter must give the notice or…

30-22-105. STATUS OF FILINGS. A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.

30-22-106. NONEXCLUSIVITY. The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

30-22-107. REFERENCE TO EXTERNAL FACTS. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whethe…

30-22-108. ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements …

30-22-109. APPRAISAL RIGHTS. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organ…

30-22-110. conflict of laws and EXCLUDED TRANSACTIONS. (a) In the event of any conflict between the provisions of this chapter and the provisions of the following laws, the following laws shall control: (1) The Idaho bank act, as defined in section 26-101, Idaho Code; (2) The Ida…

30-22-201. MERGER AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part: (1) One (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more fore…

30-22-202. PLAN OF MERGER. (a) A domestic entity may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving en…

30-22-203. APPROVAL OF MERGER. (a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a li…

30-22-204. AMENDMENT OR ABANDONMENT OF PLAN OF MERGER. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging entity may approve an amendment of a plan of merger: (1) In the same manner…

30-22-205. STATEMENT OF MERGER — EFFECTIVE DATE of merger. (a) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. (b) A statement of merger must contain: (1) The name, jurisdiction of formation, and type of entity of ea…

30-22-206. EFFECT OF MERGER. (a) When a merger under this part becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving e…

30-22-301. INTEREST EXCHANGE AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part: (1) A domestic entity may acquire all of one (1) or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests…

30-22-302. PLAN OF INTEREST EXCHANGE. (a) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain: (1) The name and type of entity of the acquired entity; (2) The name,…

30-22-303. APPROVAL OF INTEREST EXCHANGE. (a) A plan of interest exchange is not effective unless it has been approved: (1) By a domestic acquired entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange; (…

30-22-304. AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic acquired entity may approve an amendment of a plan of interes…

30-22-305. STATEMENT OF INTEREST EXCHANGE — EFFECTIVE DATE of interest exchange. (a) A statement of interest exchange must be signed by a domestic acquired entity and delivered to the secretary of state for filing. (b) A statement of interest exchange must contain: (1) The name a…

30-22-306. EFFECT OF INTEREST EXCHANGE. (a) When an interest exchange in which the acquired entity is a domestic entity becomes effective: (1) The interests in the domestic acquired entity that are the subject of the interest exchange are converted, and the interest holders of th…

30-22-401. CONVERSION AUTHORIZED. (a) By complying with this part, a domestic entity may become: (1) A domestic entity that is a different type of entity; or (2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’…

30-22-402. PLAN OF CONVERSION. (a) A domestic entity may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain: (1) The name and type of entity of the converting entity; (2) The name, jurisdiction of form…

30-22-403. APPROVAL OF CONVERSION. (a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) If its organic rules do not provi…

30-22-404. AMENDMENT OR ABANDONMENT OF PLAN OF CONVERSION. (a) A plan of conversion of a domestic converting entity may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its governors or …

30-22-405. STATEMENT OF CONVERSION — EFFECTIVE DATE of conversion. (a) A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing. (b) A statement of conversion must contain: (1) The name, jurisdiction of formation, and ty…

30-22-406. EFFECT OF CONVERSION. (a) When a conversion becomes effective: (1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) The same entity without interruption as the converting entity; (2) All property of the conver…

30-22-501. DOMESTICATION AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jur…

30-22-502. PLAN OF DOMESTICATION. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) The name and type of entity of the domesticating entity; (2) The name and jurisdiction of for…

30-22-503. APPROVAL OF DOMESTICATION. (a) A plan of domestication is not effective unless it has been approved: (1) By a domestic domesticating entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) If its organic rules …

30-22-504. AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION. (a) A plan of domestication of a domestic domesticating entity may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its gove…

30-22-505. STATEMENT OF DOMESTICATION — EFFECTIVE DATE of domestication. (a) A statement of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing. (b) A statement of domestication must contain: (1) The name, jurisdiction of fo…

30-22-506. EFFECT OF DOMESTICATION. (a) When a domestication becomes effective: (1) The domesticated entity is: (A) Organized under and subject to the organic law of the domesticated entity; and (B) The same entity without interruption as the domesticating entity; (2) All propert…