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Idaho Statutes
Idaho Statutes are updated to the website July 1 following the legislative session.
CORPORATIONS
CHAPTER 22
ENTITY TRANSACTIONS
PART 5
DOMESTICATION
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 do not provide for approval of a domestication, 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 business corporation or limited cooperative association, a merger, as if the domestication were a merger;
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or
(iii) In the case of a limited cooperative association, a transaction under this chapter;
(C) By all of the interest holders of the entity entitled to vote on or consent to any matter if:
(i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a merger; or
(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of formation.
History: