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SENATE BILL NO. 1019 – Idaho Entity Transactions Act

SENATE BILL NO. 1019

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S1019................................................by JUDICIARY AND RULES
IDAHO ENTITY TRANSACTIONS ACT - Amends and adds to existing law to provide
for the "Idaho Entity Transactions Act."
                                                                        
01/16    Senate intro - 1st rdg - to printing
01/17    Rpt prt - to Jud
01/25    Rpt out - rec d/p - to 2nd rdg
01/26    2nd rdg - to 3rd rdg
02/05    3rd rdg - PASSED - 32-0-3
      AYES -- Andreason, Bair, Bastian, Bilyeu, Broadsword, Burkett,
      Cameron, Coiner, Corder, Darrington, Davis, Fulcher, Gannon, Geddes,
      Goedde, Hammond, Heinrich, Hill, Kelly, Keough, Langhorst, Little,
      Lodge, Malepeai, McGee, McKague, McKenzie, Pearce, Richardson,
      Schroeder, Stegner, Stennett
      NAYS -- None
      Absent and excused -- Jorgenson, Siddoway, Werk
    Floor Sponsor - Davis
    Title apvd - to House
02/06    House intro - 1st rdg - to St Aff
03/07    Rpt out - rec d/p - to 2nd rdg
03/08    2nd rdg - to 3rd rdg
03/12    3rd rdg - PASSED - 65-0-5
      AYES -- Anderson, Andrus, Barrett, Bayer, Bedke, Bilbao, Black,
      Block, Bock, Boe, Bolz, Brackett, Bradford, Chadderdon, Chavez, Chew,
      Collins, Crane, Durst, Edmunson, Eskridge, Hagedorn, Hart, Harwood,
      Henbest, Henderson, Jaquet, Killen, King, Kren, Labrador, Lake,
      LeFavour, Loertscher, Luker, Marriott, Mathews, McGeachin, Mortimer,
      Nielsen, Nonini, Pasley-Stuart, Patrick, Pence, Ringo, Roberts,
      Ruchti, Rusche, Sayler, Schaefer, Shepherd(2), Shepherd(8), Shirley,
      Shively, Smith(30), Smith(24), Snodgrass, Stevenson, Thayn, Trail,
      Vander Woude, Wills, Wood(27), Wood(35), Mr. Speaker
      NAYS -- None
      Absent and excused -- Bell, Clark, Moyle, Raybould, Ring
    Floor Sponsor - Luker
    Title apvd - to Senate
03/13    To enrol
03/14    Rpt enrol - Pres signed - Sp signed
03/15    To Governor
03/21    Governor signed
         Session Law Chapter 116
         Effective: 07/01/07

Bill Text


                                                                        
                                                                        
  ]]]]              LEGISLATURE OF THE STATE OF IDAHO             ]]]]
 Fifty-ninth Legislature                   First Regular Session - 2007
                                                                        
                                                                        
                                       IN THE SENATE
                                                                        
                                    SENATE BILL NO. 1019
                                                                        
                              BY JUDICIARY AND RULES COMMITTEE
                                                                        
  1                                        AN ACT
  2    RELATING TO BUSINESS ENTITIES; AMENDING TITLE 30, IDAHO CODE, BY THE  ADDITION
  3        OF A NEW CHAPTER 18, TITLE 30, IDAHO CODE, TO PROVIDE FOR THE IDAHO ENTITY
  4        TRANSACTIONS  ACT,  TO  PROVIDE A SHORT TITLE, TO DEFINE TERMS, TO PROVIDE
  5        FOR RELATIONSHIP TO OTHER LAWS, TO REQUIRE NOTICE TO, APPROVAL BY OR  CON-
  6        SENT OF A GOVERNMENT AGENCY OR OFFICIAL, TO PROVIDE FOR THE STATUS OF FIL-
  7        INGS,  TO  PROVIDE FOR NONEXCLUSIVITY OF TRANSACTIONS, TO PERMIT REFERENCE
  8        TO EXTERNAL FACTS, TO PROVIDE FOR ALTERNATE MEANS OF APPROVAL OF  TRANSAC-
  9        TIONS,  TO  LIMIT  APPRAISAL  RIGHTS, TO PROVIDE FOR EXCLUDED ENTITIES AND
 10        TRANSACTIONS, TO PROVIDE FOR THE AUTHORIZATION OF CERTAIN MERGERS, TO PRO-
 11        VIDE FOR A PLAN OF MERGER, TO PROVIDE  FOR  THE  APPROVAL  OF  A  PLAN  OF
 12        MERGER,  TO  PROVIDE  FOR THE AMENDMENT OR ABANDONMENT OF A PLAN OF MERGER
 13        AND FOR A STATEMENT OF ABANDONMENT, TO PROVIDE FOR A STATEMENT  OF  MERGER
 14        AND  FOR  THE  EFFECTIVE DATE OF A STATEMENT OF MERGER, TO PROVIDE FOR THE
 15        EFFECT OF A MERGER, TO AUTHORIZE CERTAIN INTEREST  EXCHANGES,  TO  PROVIDE
 16        FOR  A PLAN OF INTEREST EXCHANGE, TO PROVIDE FOR THE APPROVAL OF A PLAN OF
 17        INTEREST EXCHANGE, TO PROVIDE FOR THE AMENDMENT OR ABANDONMENT OF  A  PLAN
 18        OF INTEREST EXCHANGE AND FOR A STATEMENT OF ABANDONMENT, TO PROVIDE FOR  A
 19        STATEMENT  OF  INTEREST  EXCHANGE AND THE EFFECTIVE DATE OF A STATEMENT OF
 20        INTEREST EXCHANGE, TO PROVIDE FOR THE EFFECT OF AN INTEREST  EXCHANGE,  TO
 21        AUTHORIZE  CERTAIN  CONVERSIONS,  TO  PROVIDE FOR A PLAN OF CONVERSION, TO
 22        PROVIDE FOR THE APPROVAL OF A PLAN  OF  CONVERSION,  TO  PROVIDE  FOR  THE
 23        AMENDMENT  OR  ABANDONMENT  OF A PLAN OF CONVERSION AND FOR A STATEMENT OF
 24        ABANDONMENT, TO PROVIDE FOR A STATEMENT OF CONVERSION AND FOR  THE  EFFEC-
 25        TIVE  DATE  OF  A  STATEMENT OF CONVERSION, TO PROVIDE FOR THE EFFECT OF A
 26        CONVERSION, TO AUTHORIZE CERTAIN DOMESTICATIONS, TO PROVIDE FOR A PLAN  OF
 27        DOMESTICATION,  TO PROVIDE FOR THE APPROVAL OF A PLAN OF DOMESTICATION, TO
 28        PROVIDE FOR THE AMENDMENT OR ABANDONMENT OF A PLAN  OF  DOMESTICATION  AND
 29        FOR   A   STATEMENT   OF  ABANDONMENT,  TO  PROVIDE  FOR  A  STATEMENT  OF
 30        DOMESTICATION AND FOR THE EFFECTIVE DATE OF A STATEMENT OF  DOMESTICATION,
 31        TO  PROVIDE  FOR THE EFFECT OF A DOMESTICATION, TO PROVIDE FOR CONSISTENCY
 32        OF THE LAW, TO PROVIDE RELATION TO THE ELECTRONIC SIGNATURES IN GLOBAL AND
 33        COMMERCE ACT, TO PROVIDE REQUIREMENTS FOR FILING OF DOCUMENTS,  TO  PERMIT
 34        THE SECRETARY OF STATE TO PRESCRIBE AND FURNISH FORMS, TO PROVIDE FOR FIL-
 35        ING, SERVICE AND COPYING FEES, TO PROVIDE FOR THE EFFECTIVE DATE OF A DOC-
 36        UMENT, TO PROVIDE FOR CORRECTING A FILED DOCUMENT, TO PROVIDE FOR THE FIL-
 37        ING  DUTIES  OF  THE  SECRETARY  OF  STATE, TO PROVIDE FOR THE APPEAL FROM
 38        REFUSAL OF THE SECRETARY OF STATE TO FILE A DOCUMENT, TO PROVIDE  FOR  THE
 39        EVIDENTIARY EFFECT OF A COPY OF A FILED DOCUMENT, TO PROVIDE FOR A PENALTY
 40        FOR  SIGNING A FALSE DOCUMENT, TO PROVIDE POWERS OF THE SECRETARY OF STATE
 41        AND TO PROVIDE A SAVINGS CLAUSE; AMENDING SECTION 30-1-858, IDAHO CODE, TO
 42        PROVIDE FOR THE APPLICABILITY OF SECTIONS 30-18-206 AND  30-18-110,  IDAHO
 43        CODE;  AMENDING  PART 11, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE ADDITION
 44        OF A NEW SECTION 30-1-1100, IDAHO CODE, TO PROVIDE FOR  THE  APPLICABILITY
 45        OF  THE  IDAHO  ENTITY  TRANSACTIONS  ACT; AMENDING SECTION 30-3-50, IDAHO
 46        CODE, TO PROVIDE ADDITIONAL CODE REFERENCES AND TO MAKE A  TECHNICAL  COR-
                                                                        
                                       2
                                                                        
  1        RECTION; AMENDING PART 1, CHAPTER 3, TITLE 30, IDAHO CODE, BY THE ADDITION
  2        OF  A  NEW SECTION 30-3-100A, IDAHO CODE, TO PROVIDE FOR THE APPLICABILITY
  3        OF THE IDAHO ENTITY TRANSACTIONS ACT;  AMENDING  SECTION  30-1309A,  IDAHO
  4        CODE,  TO  PROVIDE  FOR THE APPLICABILITY OF THE IDAHO ENTITY TRANSACTIONS
  5        ACT; AMENDING SECTION 30-1312, IDAHO CODE, TO PROVIDE FOR THE  APPLICABIL-
  6        ITY  OF  THE  IDAHO  ENTITY TRANSACTIONS ACT; AMENDING PART 11, CHAPTER 2,
  7        TITLE 53, IDAHO CODE, BY THE ADDITION OF A NEW  SECTION  53-2-1100,  IDAHO
  8        CODE,  TO  PROVIDE  FOR THE APPLICABILITY OF THE IDAHO ENTITY TRANSACTIONS
  9        ACT; AMENDING SECTION 53-3-101, IDAHO CODE, TO PROVIDE A  CODE  REFERENCE;
 10        AMENDING PART 9, CHAPTER 3, TITLE 53, IDAHO CODE, BY THE ADDITION OF A NEW
 11        SECTION  53-3-901A,  IDAHO  CODE,  TO PROVIDE FOR THE APPLICABILITY OF THE
 12        IDAHO ENTITY TRANSACTIONS ACT; AMENDING CHAPTER 6, TITLE 53,  IDAHO  CODE,
 13        BY  THE  ADDITION OF A NEW SECTION 53-660A, IDAHO CODE, TO PROVIDE FOR THE
 14        APPLICABILITY OF THE IDAHO  ENTITY  TRANSACTIONS  ACT;  AND  PROVIDING  AN
 15        EFFECTIVE DATE.
                                                                        
 16    Be It Enacted by the Legislature of the State of Idaho:
                                                                        
 17        SECTION  1.  That Title 30, Idaho Code, be, and the same is hereby amended
 18    by the addition thereto of a NEW CHAPTER, to be known and designated as  Chap-
 19    ter 18, Title 30, Idaho Code, and to read as follows:
                                                                        
 20                                      CHAPTER 18
 21                            IDAHO ENTITY TRANSACTIONS ACT
                                                                        
 22                                        PART 1
 23                                  GENERAL PROVISIONS
                                                                        
 24        30-18-101.  SHORT TITLE. This chapter may be known and cited as the "Idaho
 25    Entity Transactions Act."
                                                                        
 26        30-18-102.  DEFINITIONS. In this chapter:
 27        (1)  "Acquired entity" means the entity, all of one (1) or more classes or
 28    series of interests in which are acquired in an interest exchange.
 29        (2)  "Acquiring  entity"  means the entity that acquires all of one (1) or
 30    more classes or series of interests of the exchanging entity  in  an  interest
 31    exchange.
 32        (3)  "Approve"  means,  in  the  case  of an entity, for its governors and
 33    interest holders to take whatever steps are necessary under its organic rules,
 34    organic law, and other law to:
 35        (a)  Propose a transaction subject to this chapter;
 36        (b)  Adopt and approve the terms and conditions of the transaction; and
 37        (c)  Conduct any required proceedings or  otherwise  obtain  any  required
 38        votes or consents of the governors or interest holders.
 39        (4)  "Conversion"  means  a transaction authorized by part 4 of this chap-
 40    ter.
 41        (5)  "Converted entity" means the converting entity  as  it  continues  in
 42    existence after a conversion.
 43        (6)  "Converting entity" means the domestic entity that approves a plan of
 44    conversion  pursuant  to  section 30-18-403, Idaho Code, or the foreign entity
 45    that approves a conversion pursuant to the law of its jurisdiction of  organi-
 46    zation.
 47        (7)  "Domestic entity" means an entity whose internal affairs are governed
 48    by the law of this state.
 49        (8)  "Domesticated  entity" means the domesticating entity as it continues
                                                                        
                                       3
                                                                        
  1    in existence after a domestication.
  2        (9)  "Domesticating entity" means the domestic entity that approves a plan
  3    of domestication pursuant to section 30-18-503, Idaho  Code,  or  the  foreign
  4    entity  that  approves a domestication pursuant to the law of its jurisdiction
  5    of organization.
  6        (10) "Domestication" means a transaction authorized  by  part  5  of  this
  7    chapter.
  8        (11) "Entity"  means  a  person that has a separate legal existence or has
  9    the power to acquire an interest in real property in its own name other than:
 10        (a)  An individual;
 11        (b)  A testamentary, inter vivos, or charitable trust, with the  exception
 12        of a business trust or similar trust;
 13        (c)  An association or relationship that is not a partnership by reason of
 14        section  53-3-202(c), Idaho Code, or a similar provision of the law of any
 15        other jurisdiction;
 16        (d)  A decedent's estate; or
 17        (e)  A government, a governmental subdivision, agency, or instrumentality,
 18        or a quasi-governmental instrumentality.
 19        (12) "Filing entity" means an entity that is created by the  filing  of  a
 20    public organic document.
 21        (13) "Foreign entity" means an entity other than a domestic entity.
 22        (14) "Governance  interest"  means  the  right  under  the  organic law or
 23    organic rules of an entity, other than as  a  governor,  agent,  assignee,  or
 24    proxy, to:
 25        (a)  Receive  or demand access to information concerning, or the books and
 26        records of, the entity;
 27        (b)  Vote for the election of the governors of the entity; or
 28        (c)  Receive notice of or vote on any or all issues involving the internal
 29        affairs of the entity.
 30        (15) "Governor" means a person by or under whose authority the  powers  of
 31    an  entity are exercised and under whose direction the business and affairs of
 32    the entity are managed pursuant to the organic law and organic  rules  of  the
 33    entity.
 34        (16) "Interest" means a:
 35        (a)  Governance interest in an unincorporated entity;
 36        (b)  Transferable interest in an unincorporated entity; or
 37        (c)  Share or membership in a corporation.
 38        (17) "Interest  exchange" means a transaction authorized by part 3 of this
 39    chapter.
 40        (18) "Interest holder" means a direct holder of an interest.
 41        (19) "Interest holder liability" means personal liability for a  liability
 42    of an entity that is imposed on a person:
 43        (a)  Solely  by  reason of the status of the person as an interest holder;
 44        or
 45        (b)  By the organic rules of the entity pursuant to  a  provision  of  the
 46        organic  law  authorizing the organic rules to make one (1) or more speci-
 47        fied interest holders or categories of interest holders  liable  in  their
 48        capacity  as  interest  holders  for  all  or specified liabilities of the
 49        entity.
 50        (20) "Jurisdiction of organization" of an entity  means  the  jurisdiction
 51    whose law includes the organic law of the entity.
 52        (21) "Liability"  includes  a  liability arising in any manner, whether or
 53    not it is secured or contingent.
 54        (22) "Merger" means a transaction in which two (2) or more  merging  enti-
 55    ties are combined into a surviving entity pursuant to a filing with the secre-
                                                                        
                                       4
                                                                        
  1    tary of state.
  2        (23) "Merging  entity"  means  an  entity  that is a party to a merger and
  3    exists immediately before the merger becomes effective.
  4        (24) "Organic law" means the statutes, if any, other  than  this  chapter,
  5    governing the internal affairs of an entity.
  6        (25) "Organic rules" means the public organic document and private organic
  7    rules of an entity.
  8        (26) "Person"  means  an  individual, corporation, estate, trust, partner-
  9    ship, limited liability company, business or similar trust, association, joint
 10    venture, public corporation, government, or governmental subdivision,  agency,
 11    or instrumentality, unincorporated nonprofit association or any other legal or
 12    commercial entity.
 13        (27) "Plan"  means  a  plan  of  merger, interest exchange, conversion, or
 14    domestication.
 15        (28) "Private organic rules" means rules, whether or not in a record, that
 16    govern the internal affairs of an entity, are binding on all of  its  interest
 17    holders, and are not part of its public organic document, if any.
 18        (29) "Protected agreement" means:
 19        (a)  A  debt security, note, or similar evidence of indebtedness for money
 20        borrowed, whether secured or unsecured, issued  or  signed  by  an  entity
 21        which  is unpaid, in whole or in part, on the effective date of this chap-
 22        ter;
 23        (b)  An agreement that is binding on an entity on the  effective  date  of
 24        this chapter;
 25        (c)  The  organic  rules  of  an entity in effect on the effective date of
 26        this chapter; or
 27        (d)  An agreement that is binding on any  of  the  governors  or  interest
 28        holders of an entity on the effective date of this chapter.
 29        (30) "Public organic document" means the public record the filing of which
 30    creates an entity, and any amendment to or restatement of that record.
 31        (31) "Qualified  foreign entity" means a foreign entity that is authorized
 32    to transact business in this state pursuant to a filing with the secretary  of
 33    state.
 34        (32) "Record"  means information that is inscribed on a tangible medium or
 35    that is stored in  an  electronic  or  other  medium  and  is  retrievable  in
 36    perceivable form.
 37        (33) "Sign"  means,  with present intent to authenticate or adopt a record
 38    to:
 39        (a)  Execute or adopt a tangible symbol; or
 40        (b)  Attach to or logically associate with the record an electronic sound,
 41        symbol, or process.
 42        (34) "Surviving entity" means the entity that continues in existence after
 43    or is created by a merger.
 44        (35) "Transferable interest" means the right under an entity's organic law
 45    to receive distributions from the entity.
 46        (36) "Type," with regard to an entity, means a generic form of entity:
 47        (a)  Recognized at common law; or
 48        (b)  Organized under an organic law, whether or not  some  entities  orga-
 49        nized  under  that  organic law are subject to provisions of that law that
 50        create different categories of the form of entity.
                                                                        
 51        30-18-103.  RELATIONSHIP OF CHAPTER TO OTHER LAWS. (1) Unless displaced by
 52    particular provisions of this chapter, the principles of law and  equity  sup-
 53    plement this chapter.
 54        (2)  This  chapter  does  not authorize an act prohibited by, and does not
                                                                        
                                       5
                                                                        
  1    affect  the application or requirements of, law other than this chapter.
  2        (3)  A transaction effected under this chapter may not  create  or  impair
  3    any  right  or obligation on the part of a person under a provision of the law
  4    of this state other than  this  chapter  relating  to  a  change  in  control,
  5    takeover, business combination, control-share acquisition, or similar transac-
  6    tion involving a domestic merging, acquired, converting, or domesticating cor-
  7    poration unless:
  8        (a)  If  the corporation does not survive the transaction, the transaction
  9        satisfies any requirements of the provision; or
 10        (b)  If the corporation survives the transaction, the plan is approved  by
 11        a vote of the shareholders or directors that would be sufficient to create
 12        or  impair the right or obligation by a vote of the shareholders or direc-
 13        tors.
                                                                        
 14        30-18-104.  REQUIRED NOTICE OR APPROVAL. (1) A domestic or foreign  entity
 15    that  is required to give notice to, or obtain the approval of, a governmental
 16    agency or officer before engaging in a transaction of a type covered  by  this
 17    chapter  shall  give  the  notice,  or obtain the approval, to be a party to a
 18    transaction under this chapter.
 19        (2)  Property held for a charitable purpose under the law of this state by
 20    a domestic or foreign entity immediately before a transaction under this chap-
 21    ter becomes effective may not, as a result of  the  transaction,  be  diverted
 22    from  the  objects  for  which  it was donated, granted or devised, unless the
 23    entity obtains the prior  consent  of  the  attorney  general  to  the  extent
 24    required  by  or pursuant to section 67-1401 5., Idaho Code, or the common law
 25    as it relates to charitable trust assets, or chapter 12, title 68, Idaho Code,
 26    or, with respect to nonprofit hospitals, the entity complies with  the  provi-
 27    sions of chapter 15, title 48, Idaho Code.
                                                                        
 28        30-18-105.  STATUS  OF  FILINGS.  A  filing under this chapter signed by a
 29    domestic entity becomes part of the public organic document of the  entity  if
 30    the  entity's  organic law provides that similar filings under that law become
 31    part of the public organic document of the entity.
                                                                        
 32        30-18-106.  NONEXCLUSIVITY. The fact that a transaction under this chapter
 33    produces a certain result does not preclude the same result from being  accom-
 34    plished in any other manner permitted by law other than this chapter.
                                                                        
 35        30-18-107.  REFERENCE  TO EXTERNAL FACTS. A plan may refer to facts ascer-
 36    tainable outside of the plan if the manner in which  the  facts  will  operate
 37    upon  the plan is specified in the plan.  The facts may include the occurrence
 38    of an event or a determination or action by  a  person,  whether  or  not  the
 39    event, determination, or action is within the control of a party to the trans-
 40    action.
                                                                        
 41        30-18-108.  ALTERNATIVE  MEANS  OF  APPROVAL  OF  TRANSACTIONS.  Except as
 42    otherwise provided in the organic law or organic rules of a  domestic  entity,
 43    approval  of a transaction under this chapter by the unanimous vote or consent
 44    of its interest  holders  satisfies  the  requirements  of  this  chapter  for
 45    approval of the transaction.
                                                                        
 46        30-18-109.  APPRAISAL  RIGHTS. Appraisal rights only for shareholders of a
 47    corporation that is a party to a transaction covered by this chapter shall  be
 48    governed by part 13, chapter 1, title 30, Idaho Code.
                                                                        
                                       6
                                                                        
  1        30-18-110.  EXCLUDED ENTITIES AND TRANSACTIONS. The following entities may
  2    not participate in a transaction under this chapter:
  3        (1)  Any  corporation,  partnership,  cooperative  association  and entity
  4    engaged in the business of banking in the state of Idaho subject to the  Idaho
  5    banking act, as provided in section 26-101, Idaho Code;
  6        (2)  Any  entity  subject to the Idaho credit union act, chapter 21, title
  7    26, Idaho Code;
  8        (3)  Any entity subject to chapters 28, 32, 34 and  48,  title  41,  Idaho
  9    Code;
 10        (4)  An "insurer" as defined in section 41-103, Idaho Code;
 11        (5)  A  business  and  industrial development corporation (BIDCO) licensed
 12    under chapter 27, title 26, Idaho Code; and
 13        (6)  Perpetual or endowed care cemetery, as  defined  in  section  27-403,
 14    Idaho Code, and subject to the endowment care cemetery act of 1963, chapter 4,
 15    title 27, Idaho Code.
                                                                        
 16                                        PART 2
 17                                        MERGER
                                                                        
 18        30-18-201.  MERGER  AUTHORIZED.  (1)  Except as otherwise provided in this
 19    section, by complying with this part:
 20        (a)  One (1) or more domestic entities may merge  with  one  (1)  or  more
 21        domestic  or foreign entities resulting in a domestic or foreign surviving
 22        entity; and
 23        (b)  Two (2) or more foreign entities may merge resulting  in  a  domestic
 24        entity.
 25        (2)  Except  as  otherwise provided in this section, by complying with the
 26    provisions of this part applicable to foreign entities a foreign entity may be
 27    a party to a merger under this part or may be the surviving entity in  such  a
 28    merger  if  the merger is authorized by the law of the foreign entity's juris-
 29    diction of organization.
                                                                        
 30        30-18-202.  PLAN OF MERGER. (1) A domestic entity may become a party to  a
 31    merger  under this part by approving  a plan of merger.  The plan must be in a
 32    record and contain:
 33        (a)  As to each merging entity, its name,  jurisdiction  of  organization,
 34        and type;
 35        (b)  If  the  surviving entity is to be created in the merger, a statement
 36        to that effect and its name, jurisdiction of organization, and type;
 37        (c)  The manner of converting the interests in each party  to  the  merger
 38        into  interests,  securities,  obligations, rights to acquire interests or
 39        securities, cash, or other property, or any combination of the foregoing;
 40        (d)  If the surviving entity exists before the merger, any proposed amend-
 41        ments to its public organic document or to its private organic rules  that
 42        are, or are proposed to be, in a record;
 43        (e)  If  the surviving entity is to be created in the merger, its proposed
 44        public organic document, if any, and the full text of its private  organic
 45        rules that are proposed to be in a record;
 46        (f)  The other terms and conditions of the merger; and
 47        (g)  Any  other provision required by the law of a merging entity's juris-
 48        diction of organization or the organic rules of a merging entity.
 49        (2)  A plan of merger may contain any other provision  not  prohibited  by
 50    law.
                                                                        
 51        30-18-203.  APPROVAL OF PLAN OF MERGER. (1) A plan of merger is not effec-
                                                                        
                                       7
                                                                        
  1    tive unless it has been approved:
  2        (a)  By a domestic merging entity:
  3             (i)   In accordance with the requirements, if any, in its organic law
  4             and organic rules for approval of a merger; or
  5             (ii)  If  neither  its  organic  law  nor  organic  rules provide for
  6             approval of a merger, by all of the interest holders  of  the  entity
  7             entitled to vote on or consent to any matter; and
  8        (b)  In a record by each interest holder of a domestic merging entity that
  9        will  have  interest holder liability for liabilities that arise after the
 10        merger becomes effective.
 11        (2)  A merger involving a foreign merging entity is not  effective  unless
 12    it is approved by the foreign entity in accordance with the law of the foreign
 13    entity's jurisdiction of organization.
                                                                        
 14        30-18-204.  AMENDMENT  OR  ABANDONMENT  OF  PLAN OF MERGER -- STATEMENT OF
 15    ABANDONMENT. (1) A plan of merger of a domestic merging entity may be amended:
 16        (a)  In the same manner as the plan was approved, if  the  plan  does  not
 17        provide for the manner in which it may be amended; or
 18        (b)  By the governors or interest holders of the entity in the manner pro-
 19        vided  in the plan, but an interest holder that was entitled to vote on or
 20        consent to approval of the merger is entitled to vote on or consent to any
 21        amendment of the plan that will change:
 22             (i)   The amount  or  kind  of  interests,  securities,  obligations,
 23             rights  to  acquire interests or securities, cash, or other property,
 24             or any combination of the foregoing, to be received by  the  interest
 25             holders of any party to the plan;
 26             (ii)  The  public  organic  document  or private organic rules of the
 27             surviving entity that will be in effect immediately after the  merger
 28             becomes effective, except for changes that do not require approval of
 29             the interest holders of the surviving entity under its organic law or
 30             organic rules; or
 31             (iii) Any  other terms or conditions of the plan, if the change would
 32             adversely  affect the interest holder in any material respect.
 33        (2)  After a plan of merger has been approved by a domestic merging entity
 34    and before a statement of merger becomes effective, the plan may be abandoned:
 35        (a)  As provided in the plan; or
 36        (b)  Unless prohibited by the plan, in the same manner  as  the  plan  was
 37        approved.
 38        (3)  If a plan of merger is abandoned after a statement of merger has been
 39    filed  with  the secretary of state and before the filing becomes effective, a
 40    statement of abandonment, signed on behalf of a merging entity, must be  filed
 41    with  the  secretary  of state before the time the statement of merger becomes
 42    effective. The statement of abandonment takes  effect  upon  filing,  and  the
 43    merger  is  abandoned and does not become effective. The statement of abandon-
 44    ment must contain:
 45        (a)  The name of each merging or  surviving  entity  that  is  a  domestic
 46        entity or a qualified foreign entity;
 47        (b)  The date on which the statement of merger was filed; and
 48        (c)  A  statement  that  the  merger has been abandoned in accordance with
 49        this section.
                                                                        
 50        30-18-205.  STATEMENT OF MERGER -- EFFECTIVE  DATE.  (1)  A  statement  of
 51    merger must be signed on behalf of each merging entity and filed with the sec-
 52    retary of state.
 53        (2)  A statement of merger must contain:
                                                                        
                                       8
                                                                        
  1        (a)  The  name,  jurisdiction  of  organization,  and type of each merging
  2        entity that is not the surviving entity;
  3        (b)  The name, jurisdiction of organization, and  type  of  the  surviving
  4        entity;
  5        (c)  If  the  statement  of merger is not to be effective upon filing, the
  6        later date and time on which it will become effective, which  may  not  be
  7        more than ninety (90) days after the date of filing;
  8        (d)  A  statement  that  the  merger was approved by each domestic merging
  9        entity, if any, in accordance with this part and by each  foreign  merging
 10        entity,  if any, in accordance with the law of its jurisdiction of organi-
 11        zation;
 12        (e)  If the surviving entity exists before the merger and  is  a  domestic
 13        filing  entity,  any  amendment to its public organic document approved as
 14        part of the plan of merger;
 15        (f)  If the surviving entity is created by the merger and  is  a  domestic
 16        filing entity, its public organic document, as an attachment; and
 17        (g)  If  the  surviving  entity is created by the merger and is a domestic
 18        limited liability partnership,  its  statement  of  qualification,  as  an
 19        attachment.
 20        (3)  In  addition to the requirements of subsection (2) of this section, a
 21    statement of merger may contain any other provision not prohibited by law.
 22        (4)  If the surviving entity is a domestic entity, its public organic doc-
 23    ument, if any, must satisfy the requirements of the law of this state,  except
 24    that  it  does  not  need  to be signed and may omit any provision that is not
 25    required to be included in a restatement of the public organic document.
 26        (5)  A plan of merger that is signed on behalf of all of the merging enti-
 27    ties and meets all of the requirements of subsection (2) of this  section  may
 28    be filed with the secretary of state instead of a statement of merger and upon
 29    filing  has the same effect.  If a plan of merger is filed as provided in this
 30    subsection (5), references in this chapter to a statement of merger  refer  to
 31    the plan of merger filed under this subsection (5).
 32        (6)  A  statement  of  merger  becomes effective upon the date and time of
 33    filing or the later date and time specified in the statement of merger.
                                                                        
 34        30-18-206.  EFFECT OF MERGER. (1) When a merger becomes effective:
 35        (a)  The surviving entity continues or comes into existence;
 36        (b)  Each merging entity that is not the surviving entity ceases to exist;
 37        (c)  All property of each merging entity vests  in  the  surviving  entity
 38        without transfer, conveyance, assignment, reversion, or impairment;
 39        (d)  All liabilities of each merging entity are liabilities of the surviv-
 40        ing entity;
 41        (e)  Except  as  otherwise  provided by law other than this chapter or the
 42        plan of merger, all of the rights,  privileges,  immunities,  powers,  and
 43        purposes of each merging entity vest in the surviving entity;
 44        (f)  If the surviving entity exists before the merger:
 45             (i)   All of its property continues to be vested in it without rever-
 46             sion or impairment;
 47             (ii)  It remains subject to all of its liabilities; and
 48             (iii) All of its rights, privileges, immunities, powers, and purposes
 49             continue to be vested in it;
 50        (g)  The  name  of the surviving entity may be substituted for the name of
 51        any merging entity that is a party to any pending action or proceeding;
 52        (h)  If the surviving entity exists before the merger:
 53             (i)   Its public organic document, if any, is amended as provided  in
 54             the  statement of merger and remains binding on its interest holders;
                                                                        
                                       9
                                                                        
  1             and
  2             (ii)  Its private organic rules that are to be in a record,  if  any,
  3             are  amended  to the extent provided in the plan of merger and remain
  4             binding on its interest holders;
  5        (i)  If the surviving entity is created by the merger, its public  organic
  6        document,  if  any,  and  its  private organic rules are effective and are
  7        binding upon the interest holders of the surviving entity; and
  8        (j)  The interests in each merging entity that are to be converted in  the
  9        merger  are  converted,  and  the  interest holders of those interests are
 10        entitled only to the rights provided to them under the plan of merger  and
 11        to any appraisal rights they have under section 30-18-109, Idaho Code.
 12        (2)  Except as otherwise provided in the organic law or organic rules of a
 13    merging  entity,  the merger does not give rise to any rights that an interest
 14    holder, governor, or third party would otherwise have upon a dissolution, liq-
 15    uidation, or winding-up of the merging entity.
 16        (3)  When a merger becomes effective, a person that did not have  interest
 17    holder  liability with respect to any of the merging entities and that becomes
 18    subject to interest holder liability with respect to a domestic  entity  as  a
 19    result  of  a merger has interest holder liability only to the extent provided
 20    by the organic law of the entity and only for  those  liabilities  that  arise
 21    after the merger becomes effective.
 22        (4)  When  a  merger becomes effective, the interest holder liability of a
 23    person that ceases to hold an interest  in  a  domestic  merging  entity  with
 24    respect to which the person had interest holder liability is as follows:
 25        (a)  The merger does not discharge any interest holder liability under the
 26        organic  law  of  the  domestic  merging entity to the extent the interest
 27        holder liability arose before the merger became effective;
 28        (b)  The person does not have interest holder liability under the  organic
 29        law of the domestic merging entity for any liability that arises after the
 30        merger becomes effective;
 31        (c)  The  organic law of the domestic merging entity continues to apply to
 32        the release, collection, or discharge of  any  interest  holder  liability
 33        preserved  under paragraph (a) of this subsection as if the merger had not
 34        occurred and the surviving entity was the domestic merging entity; and
 35        (d)  The person has whatever rights of contribution from any other  person
 36        as  are provided by the organic law or organic rules of the domestic merg-
 37        ing entity with respect to any interest holder liability  preserved  under
 38        paragraph (a) of this subsection as if the merger had not occurred.
 39        (5)  When a merger becomes effective, a foreign entity that is the surviv-
 40    ing entity:
 41        (a)  May  be  served  with  process  in  this state for the collection and
 42        enforcement of any liabilities of a domestic merging entity; and
 43        (b)  Appoints the secretary of state as its agent for service  of  process
 44        for collecting or enforcing those liabilities.
 45        (6)  When  a  merger  becomes  effective,  the certificate of authority or
 46    other foreign qualification of any foreign merging entity that is not the sur-
 47    viving entity is canceled.
                                                                        
 48                                        PART 3
 49                                  INTEREST EXCHANGE
                                                                        
 50        30-18-301.  INTEREST EXCHANGE AUTHORIZED. (1) Except as otherwise provided
 51    in this section, by complying with this part:
 52        (a)  A domestic entity may acquire all of  one  (1)  or  more  classes  or
 53        series  of interests of another domestic or foreign entity in exchange for
                                                                        
                                       10
                                                                        
  1        interests, securities, obligations, rights to acquire interests or securi-
  2        ties, cash, or other property, or any combination of the foregoing; or
  3        (b)  All of one (1) or more classes or series of interests of  a  domestic
  4        entity  may  be acquired by another domestic or foreign entity in exchange
  5        for interests, securities, obligations, rights  to  acquire  interests  or
  6        securities, cash, or other property, or any combination of the foregoing.
  7        (2)  Except  as  otherwise provided in this section, by complying with the
  8    provisions of this part applicable to foreign entities a foreign entity may be
  9    the acquiring or acquired entity in an interest exchange under  this  part  if
 10    the  interest exchange is authorized by the law of the foreign entity's juris-
 11    diction of organization.
 12        (3)  If a protected agreement contains  a  provision  that  applies  to  a
 13    merger    of a domestic entity but does not refer to an interest exchange, the
 14    provision applies to an interest exchange in which the domestic entity is  the
 15    acquired  entity as if the interest exchange were a merger until the provision
 16    is amended after the effective date of this chapter.
                                                                        
 17        30-18-302.  PLAN OF INTEREST EXCHANGE. (1) A domestic entity  may  be  the
 18    acquired entity in an interest exchange under this part by approving a plan of
 19    interest exchange.  The plan must be in a record and contain:
 20        (a)  The name and type of the acquired entity;
 21        (b)  The  name,  jurisdiction  of  organization, and type of the acquiring
 22        entity;
 23        (c)  The manner of converting the interests in the  acquired  entity  into
 24        interests, securities, obligations, rights to acquire interests or securi-
 25        ties, cash, or other property, or any combination of the foregoing;
 26        (d)  Any  proposed  amendments  to  the public organic document or private
 27        organic rules that are, or are proposed to be, in a record of the acquired
 28        entity;
 29        (e)  The other terms and conditions of the interest exchange; and
 30        (f)  Any other provision required by the law of this state or the  organic
 31        rules of the acquired entity.
 32        (2)  A  plan of interest exchange may contain any other provision not pro-
 33    hibited by law.
                                                                        
 34        30-18-303.  APPROVAL OF PLAN OF INTEREST EXCHANGE. (1) A plan of  interest
 35    exchange is not effective unless it has been approved:
 36        (a)  By a domestic acquired entity:
 37             (i)   In  accordance  with  the  requirements, if any, in its organic
 38             rules for approval of an interest exchange;
 39             (ii)  Except as otherwise provided in subsection (4) of this section,
 40             if neither its organic law nor organic rules provide for approval  of
 41             an interest exchange, in accordance with the requirements, if any, in
 42             its organic law and organic rules for approval of a merger, as if the
 43             interest exchange were a merger; or
 44             (iii) If  neither  its  organic  law  nor  organic  rules provide for
 45             approval of an interest exchange or a merger, by all of the  interest
 46             holders  of  the entity entitled to vote on or consent to any matter;
 47             and
 48        (b)  In a record, by each interest holder of a  domestic  acquired  entity
 49        that  will have interest holder liability for liabilities that arise after
 50        the interest exchange becomes effective.
 51        (2)  An interest exchange involving  a  foreign  acquired  entity  is  not
 52    effective  unless  it is approved by the foreign entity in accordance with the
 53    law of the foreign entity's jurisdiction of organization.
                                                                        
                                       11
                                                                        
  1        (3)  Except as otherwise provided in its organic law or organic rules, the
  2    interest holders of the acquiring entity  are  not  required  to  approve  the
  3    interest exchange.
  4        (4)  A  provision  of  the  organic law of a domestic acquired entity that
  5    would permit a merger between the acquired entity and the acquiring entity  to
  6    be  approved  without  the  vote  or  consent  of  the interest holders of the
  7    acquired entity because of the percentage of interests in the acquired  entity
  8    held  by  the  acquiring  entity  does  not  apply  to approval of an interest
  9    exchange under subsection (1)(a)(ii) of this section.
                                                                        
 10        30-18-304.  AMENDMENT OR ABANDONMENT  OF  PLAN  OF  INTEREST  EXCHANGE  --
 11    STATEMENT  OF  ABANDONMENT.  (1)  A  plan  of  interest exchange of a domestic
 12    acquired entity may be amended:
 13        (a)  In the same manner as the plan was approved, if  the  plan  does  not
 14        provide for the manner in which it may be amended; or
 15        (b)  By the governors or interest holders of the entity in the manner pro-
 16        vided  in the plan, but an interest holder that was entitled to vote on or
 17        consent to approval of the interest exchange is entitled  to  vote  on  or
 18        consent to any amendment of the plan that will change:
 19             (i)   The  amount  or  kind  of  interests,  securities, obligations,
 20             rights to acquire interests or securities, cash, or  other  property,
 21             or  any  combination  of  the foregoing, to be received by any of the
 22             interest holders of the acquired entity under the plan;
 23             (ii)  The public organic document or private  organic  rules  of  the
 24             acquired entity that will be in effect immediately after the interest
 25             exchange  becomes  effective,  except for changes that do not require
 26             approval of the interest holders of the  acquired  entity  under  its
 27             organic law or organic rules; or
 28             (iii) Any  other terms or conditions of the plan, if the change would
 29             adversely affect the interest holder in any material respect.
 30        (2)  After a plan of interest exchange has been  approved  by  a  domestic
 31    acquired entity and before a statement of interest exchange becomes effective,
 32    the plan may be abandoned:
 33        (a)  As provided in the plan; or
 34        (b)  Unless  prohibited  by  the  plan, in the same manner as the plan was
 35        approved.
 36        (3)  If a plan of interest exchange is  abandoned  after  a  statement  of
 37    interest  exchange  has  been filed with the secretary of state and before the
 38    filing becomes effective, a statement of abandonment, signed on behalf of  the
 39    acquired entity, must be filed with the secretary of state before the time the
 40    statement of interest exchange becomes effective. The statement of abandonment
 41    takes  effect upon filing, and the interest exchange is abandoned and does not
 42    become effective. The statement of abandonment must contain:
 43        (a)  The name of the acquired entity;
 44        (b)  The date on which the statement of interest exchange was filed; and
 45        (c)  A statement that the interest exchange has been abandoned  in  accor-
 46        dance with this section.
                                                                        
 47        30-18-305.  STATEMENT OF INTEREST EXCHANGE -- EFFECTIVE DATE. (1) A state-
 48    ment  of  interest  exchange  must  be signed on behalf of a domestic acquired
 49    entity and filed with the secretary of state.
 50        (2)  A statement of interest exchange must contain:
 51        (a)  The name and type of the acquired entity;
 52        (b)  The name, jurisdiction of organization, and  type  of  the  acquiring
 53        entity;
                                                                        
                                       12
                                                                        
  1        (c)  If  the  statement  of  interest exchange is not to be effective upon
  2        filing, the later date and time on which it will become  effective,  which
  3        may not be more than ninety (90) days after the date of filing;
  4        (d)  A  statement  that  the plan of interest exchange was approved by the
  5        acquired entity in accordance with this part; and
  6        (e)  Any amendments to  the  acquired  entity's  public  organic  document
  7        approved as part of the plan of interest exchange.
  8        (3)  In addition to the requirements of subsection (2) of this section, a
  9    statement  of interest exchange may contain any other provision not prohibited
 10    by law.
 11        (4)  A plan of interest exchange that is signed on behalf  of  a  domestic
 12    acquired  entity  and  meets all of the requirements of subsection (2) of this
 13    section may be filed with the secretary of state instead  of  a  statement  of
 14    interest exchange and upon filing has the same effect. If the plan of interest
 15    exchange is filed as provided in this subsection (4), references in this chap-
 16    ter to a statement of interest exchange refer to the plan of interest exchange
 17    filed under this subsection (4).
 18        (5)  A  statement of interest exchange becomes effective upon the date and
 19    time of filing or the later date and time specified in the statement of inter-
 20    est exchange.
                                                                        
 21        30-18-306.  EFFECT OF INTEREST EXCHANGE. (1)  When  an  interest  exchange
 22    becomes effective:
 23        (a)  The  interests  in  the  acquired  entity that are the subject of the
 24        interest exchange cease to exist or are converted or  exchanged,  and  the
 25        interest  holders  of those interests are entitled only to the rights pro-
 26        vided to them under the plan of interest exchange  and  to  any  appraisal
 27        rights they have under section 30-18-109, Idaho Code;
 28        (b)  The  acquiring entity becomes the interest holder of the interests in
 29        the acquired entity stated in the plan of interest exchange to be acquired
 30        by the acquiring entity;
 31        (c)  The public organic document,  if  any,  of  the  acquired  entity  is
 32        amended  as  provided  in  the  statement of interest exchange and remains
 33        binding on its interest holders; and
 34        (d)  The private organic rules of the acquired entity that are to be in  a
 35        record, if any, are amended to the extent provided in the plan of interest
 36        exchange and remain binding on its interest holders.
 37        (2)  Except  as  otherwise provided in the organic law or organic rules of
 38    the acquired entity, the interest exchange does not give rise  to  any  rights
 39    that  an interest holder, governor, or third party would otherwise have upon a
 40    dissolution, liquidation, or winding-up of the acquired entity.
 41        (3)  When an interest exchange becomes effective, a person  that  did  not
 42    have  interest  holder  liability with respect to the acquired entity and that
 43    becomes subject to interest holder liability with respect to a domestic entity
 44    as a result of the interest exchange has interest holder liability only to the
 45    extent provided by the organic law of the entity and only for  those  liabili-
 46    ties that arise after the interest exchange becomes effective.
 47        (4)  When an interest exchange becomes effective, the interest holder lia-
 48    bility  of  a  person  that  ceases to hold an interest in a domestic acquired
 49    entity with respect to which the person had interest holder  liability  is  as
 50    follows:
 51        (a)  The  interest exchange does not discharge any interest holder liabil-
 52        ity under the organic law of the domestic acquired entity  to  the  extent
 53        the  interest  holder  liability arose before the interest exchange became
 54        effective;
                                                                        
                                       13
                                                                        
  1        (b)  The person does not have interest holder liability under the  organic
  2        law  of  the  domestic acquired entity for any liability that arises after
  3        the interest exchange becomes effective;
  4        (c)  The organic law of the domestic acquired entity continues to apply to
  5        the release, collection, or discharge of  any  interest  holder  liability
  6        preserved  under  paragraph  (a)  of  this  subsection  as if the interest
  7        exchange had not occurred; and
  8        (d)  The person has whatever rights of contribution from any other  person
  9        as  are  provided  by  the  organic  law  or organic rules of the domestic
 10        acquired entity with respect to any interest  holder  liability  preserved
 11        under paragraph (a) of this subsection as if the interest exchange had not
 12        occurred.
                                                                        
 13                                        PART 4
 14                                      CONVERSION
                                                                        
 15        30-18-401.  CONVERSION  AUTHORIZED.  (1)  Except  as otherwise provided in
 16    this section, by complying with this part, a domestic entity may become:
 17        (a)  A domestic entity of a different type; or
 18        (b)  A foreign entity of a different type, if the conversion is authorized
 19        by the law of the foreign jurisdiction.
 20        (2)  Except as otherwise provided in this section, by complying  with  the
 21    provisions  of  this  part applicable to foreign entities a foreign entity may
 22    become a domestic entity of a different type if the conversion  is  authorized
 23    by the law of the foreign entity's jurisdiction of organization.
 24        (3)  If  a  protected  agreement  contains  a  provision that applies to a
 25    merger of a domestic entity but does not refer to a conversion, the  provision
 26    applies to a conversion of the entity as if the conversion were a merger until
 27    the provision is amended after the effective date of this chapter.
                                                                        
 28        30-18-402.  PLAN  OF  CONVERSION.  (1)  A domestic entity may convert to a
 29    different type of entity under this part by approving a  plan  of  conversion.
 30    The plan must be in a record and contain:
 31        (a)  The name and type of the converting entity;
 32        (b)  The  name,  jurisdiction  of  organization, and type of the converted
 33        entity;
 34        (c)  The manner of converting the interests in the converting entity  into
 35        interests, securities, obligations, rights to acquire interests or securi-
 36        ties, cash, or other property, or any combination of the foregoing;
 37        (d)  The  proposed  public  organic document of the converted entity if it
 38        will be a filing entity;
 39        (e)  The full text of the private organic rules of  the  converted  entity
 40        that are proposed to be in a record;
 41        (f)  The other terms and conditions of the conversion; and
 42        (g)  Any  other provision required by the law of this state or the organic
 43        rules of the converting entity.
 44        (2)  A plan of conversion may contain any other provision  not  prohibited
 45    by law.
                                                                        
 46        30-18-403.  APPROVAL  OF  PLAN  OF CONVERSION. (1) A plan of conversion is
 47    not effective unless it has been approved:
 48        (a)  By a domestic converting entity:
 49             (i)   In accordance with the requirements, if  any,  in  its  organic
 50             rules for approval of a conversion;
 51             (ii)  If  its  organic rules do not provide for approval of a conver-
                                                                        
                                       14
                                                                        
  1             sion, in accordance with the requirements, if any, in its organic law
  2             and organic rules for approval of a merger, as if the conversion were
  3             a merger; or
  4             (iii) If neither its  organic  law  nor  organic  rules  provide  for
  5             approval  of a conversion or a merger, by all of the interest holders
  6             of the entity entitled to vote on or consent to any matter; and
  7        (b)  In a record, by each interest holder of a domestic converting  entity
  8        that  will have interest holder liability for liabilities that arise after
  9        the conversion becomes effective.
 10        (2)  A conversion of a foreign converting entity is not  effective  unless
 11    it is approved by the foreign entity in accordance with the law of the foreign
 12    entity's jurisdiction of organization.
                                                                        
 13        30-18-404.  AMENDMENT OR ABANDONMENT OF PLAN OF CONVERSION -- STATEMENT OF
 14    ABANDONMENT.  (1)  A plan of conversion of a domestic converting entity may be
 15    amended:
 16        (a)  In the same manner as the plan was approved, if  the  plan  does  not
 17        provide for the manner in which it may be amended; or
 18        (b)  By the governors or interest holders of the entity in the manner pro-
 19        vided  in the plan, but an interest holder that was entitled to vote on or
 20        consent to approval of the conversion is entitled to vote on or consent to
 21        any amendment of the plan that will change:
 22             (i)   The amount  or  kind  of  interests,  securities,  obligations,
 23             rights  to  acquire interests or securities, cash, or other property,
 24             or any combination of the foregoing, to be received  by  any  of  the
 25             interest holders of the converting entity under the plan;
 26             (ii)  The  public  organic  document  or private organic rules of the
 27             converted entity that will be in effect immediately after the conver-
 28             sion becomes effective,  except  for  changes  that  do  not  require
 29             approval  of  the  interest holders of the converted entity under its
 30             organic law or organic rules; or
 31             (iii) Any other terms or conditions of the plan, if the change  would
 32             adversely affect the interest holder in any material respect.
 33        (2)  After a plan of conversion has been approved by a domestic converting
 34    entity and before a statement of conversion becomes effective, the plan may be
 35    abandoned:
 36        (a)  As provided in the plan; or
 37        (b)  Unless  prohibited  by  the  plan, in the same manner as the plan was
 38        approved.
 39        (3)  If a plan of conversion is abandoned after a statement of  conversion
 40    has  been  filed  with  the  secretary  of state and before the filing becomes
 41    effective, a statement of abandonment, signed on behalf of the entity, must be
 42    filed with the secretary of state before the time the statement of  conversion
 43    becomes  effective. The statement of abandonment takes effect upon filing, and
 44    the conversion is abandoned and does not become effective.  The  statement  of
 45    abandonment must contain:
 46        (a)  The name of the converting entity;
 47        (b)  The date on which the statement of conversion was filed; and
 48        (c)  A statement that the conversion has been abandoned in accordance with
 49        this section.
                                                                        
 50        30-18-405.  STATEMENT  OF CONVERSION -- EFFECTIVE DATE. (1) A statement of
 51    conversion must be signed on behalf of the converting entity  and  filed  with
 52    the secretary of state.
 53        (2)  A statement of conversion must contain:
                                                                        
                                       15
                                                                        
  1        (a)  The  name,  jurisdiction  of organization, and type of the converting
  2        entity;
  3        (b)  The name, jurisdiction of organization, and  type  of  the  converted
  4        entity;
  5        (c)  If  the  statement  of conversion is not to be effective upon filing,
  6        the later date and time on which it will become effective, which  may  not
  7        be more than ninety (90) days after the date of filing;
  8        (d)  If  the  converting entity is a domestic entity, a statement that the
  9        plan of conversion was approved in accordance with this part  or,  if  the
 10        converting entity is a foreign entity, a statement that the conversion was
 11        approved  by  the  foreign converting entity in accordance with the law of
 12        its jurisdiction of organization;
 13        (e)  If the converted entity is a domestic filing entity, the text of  its
 14        public organic document, as an attachment; and
 15        (f)  If  the converted entity is a domestic limited liability partnership,
 16        the text of its statement of qualification, as an attachment.
 17        (3)  In addition to the requirements of subsection (2) of this section,  a
 18    statement of conversion may contain any other provision not prohibited by law.
 19        (4)  If the converted entity is a domestic entity, its public organic doc-
 20    ument,  if any, must satisfy the requirements of the law of this state, except
 21    that it does not need to be signed and may omit  any  provision  that  is  not
 22    required to be included in a restatement of the public organic document.
 23        (5)  A  plan of conversion that is signed on behalf of a domestic convert-
 24    ing entity and meets all of the requirements of subsection (2) of this section
 25    may be filed with the secretary of state instead of a statement of  conversion
 26    and  upon filing has the same effect. If a plan of conversion is filed as pro-
 27    vided in this subsection (5), references in this chapter  to  a  statement  of
 28    conversion refer to the plan of conversion filed under this subsection (5).
 29        (6)  A statement of conversion becomes effective upon the date and time of
 30    filing or the later date and time specified in the statement of conversion.
                                                                        
 31        30-18-406.  EFFECT OF CONVERSION. (1) When a conversion becomes effective:
 32        (a)  The converted entity is:
 33             (i)   Organized under and subject to the organic law of the converted
 34             entity; and
 35             (ii)  The same entity without interruption as the converting entity;
 36        (b)  All  property  of the converting entity continues to be vested in the
 37        entity without transfer, conveyance, assignment, reversion, or impairment;
 38        (c)  All liabilities of the converting entity continue as  liabilities  of
 39        the entity;
 40        (d)  Except as provided by law other than this chapter or the plan of con-
 41        version,  all  of the rights, privileges, immunities, powers, and purposes
 42        of the converting entity remain in the converted entity;
 43        (e)  The name of the converted entity may be substituted for the  name  of
 44        the converting entity in any pending action or proceeding;
 45        (f)  Unless  otherwise  provided  by  the  organic  law  of the converting
 46        entity, the conversion does not cause the dissolution  of  the  converting
 47        entity;
 48        (g)  If a converted entity is a filing entity, its public organic document
 49        is effective and is binding on its interest holders;
 50        (h)  If  the  converted  entity  is  a  limited liability partnership, its
 51        statement of qualification is effective simultaneously;
 52        (i)  The private organic rules of the converted entity that are to be in a
 53        record, if any, approved as part of the plan of conversion  are  effective
 54        and are binding on its interest holders; and
                                                                        
                                       16
                                                                        
  1        (j)  The  interests in the converting entity are converted, and the inter-
  2        est holders of the converting entity are entitled only to the rights  pro-
  3        vided  to  them  under  the plan of conversion and to any appraisal rights
  4        they have under section 30-18-109, Idaho Code.
  5        (2)  Except as otherwise provided in the organic law or organic  rules  of
  6    the converting entity, the conversion does not give rise to any rights that an
  7    interest holder, governor, or third party would otherwise have upon a dissolu-
  8    tion, liquidation, or winding-up of the converting entity.
  9        (3)  When  a  conversion  becomes  effective,  a  person that did not have
 10    interest holder liability with respect  to  the  converting  entity  and  that
 11    becomes subject to interest holder liability with respect to a domestic entity
 12    as  a  result of a conversion has interest holder liability only to the extent
 13    provided by the organic law of the entity and only for those liabilities  that
 14    arise after the conversion becomes effective.
 15        (4)  When a conversion becomes effective:
 16        (a)  The conversion does not discharge any interest holder liability under
 17        the organic law of a domestic converting entity to the extent the interest
 18        holder liability arose before the conversion became effective;
 19        (b)  A  person  does  not have interest holder liability under the organic
 20        law of a domestic converting entity for any liability  that  arises  after
 21        the conversion becomes effective;
 22        (c)  The organic law of a domestic converting entity continues to apply to
 23        the  release,  collection,  or  discharge of any interest holder liability
 24        preserved under paragraph (a) of this subsection as if the conversion  had
 25        not occurred; and
 26        (d)  A person has whatever rights of contribution from any other person as
 27        are  provided by the organic law or organic rules of the domestic convert-
 28        ing entity with respect to any interest holder liability  preserved  under
 29        paragraph (a) of this subsection as if the conversion had not occurred.
 30        (5)  When  a  conversion  becomes  effective, a foreign entity that is the
 31    converted entity:
 32        (a)  May be served with process in  this  state  for  the  collection  and
 33        enforcement of any of its liabilities; and
 34        (b)  Appoints  the  secretary of state as its agent for service of process
 35        for collecting or enforcing those liabilities.
 36        (6)  If the converting entity is a qualified foreign entity, the  certifi-
 37    cate  of  authority or other foreign qualification of the converting entity is
 38    canceled when the conversion becomes effective.
                                                                        
 39                                        PART 5
 40                                    DOMESTICATION
                                                                        
 41        30-18-501.  DOMESTICATION AUTHORIZED. (1) Except as otherwise provided  in
 42    this  section,  by  complying  with  this part, a domestic entity may become a
 43    domestic  entity  of  the  same  type  in  a  foreign  jurisdiction   if   the
 44    domestication is authorized by the law of the foreign jurisdiction.
 45        (2)  Except  as  otherwise provided in this section, by complying with the
 46    provisions of this part applicable to foreign entities a  foreign  entity  may
 47    become  a  domestic entity of the same type in this state if the domestication
 48    is authorized by the law of the foreign entity's jurisdiction of organization.
 49        (3)  When the term "domestic entity" is used in this part  with  reference
 50    to  a foreign jurisdiction, it means an entity whose internal affairs are gov-
 51    erned by the law of the foreign jurisdiction.
 52        (4)  If a protected agreement contains  a  provision  that  applies  to  a
 53    merger  of a domestic entity but does not refer to a domestication, the provi-
                                                                        
                                       17
                                                                        
  1    sion applies to a domestication of the entity as if the domestication  were  a
  2    merger  until  the provision is amended after the effective date of this chap-
  3    ter.
                                                                        
  4        30-18-502.  PLAN OF DOMESTICATION. (1) A domestic entity may become a for-
  5    eign entity in a domestication by approving a plan of domestication. The  plan
  6    must be in a record and contain:
  7        (a)  The name and type of the domesticating entity;
  8        (b)  The name and jurisdiction of organization of the domesticated entity;
  9        (c)  The  manner  of  converting the interests in the domesticating entity
 10        into interests, securities, obligations, rights to  acquire  interests  or
 11        securities, cash, or other property, or any combination of the foregoing;
 12        (d)  The proposed public organic document of the domesticated entity if it
 13        is a filing entity;
 14        (e)  The full text of the private organic rules of the domesticated entity
 15        that are proposed to be in a record;
 16        (f)  The other terms and conditions of the domestication; and
 17        (g)  Any  other provision required by the law of this state or the organic
 18        rules of the domesticating entity.
 19        (2)  A plan of domestication may contain any other provision  not  prohib-
 20    ited by law.
                                                                        
 21        30-18-503.  APPROVAL OF PLAN OF DOMESTICATION. (1) A plan of domestication
 22    is not effective unless it has been approved:
 23        (a)  By a domestic domesticating entity:
 24             (i)   In  accordance  with  the  requirements, if any, in its organic
 25             rules for approval of a domestication;
 26             (ii)  If  its  organic  rules  do  not  provide  for  approval  of  a
 27             domestication, in accordance with the requirements, if  any,  in  its
 28             organic  law  and  organic  rules  for approval of a merger as if the
 29             domestication were a merger; or
 30             (iii) If neither its  organic  law  nor  organic  rules  provide  for
 31             approval of a domestication or a merger, by all of the interest hold-
 32             ers of the entity entitled to vote on or consent to any matter; and
 33        (b)  In  a  record,  by  each  interest holder of a domestic domesticating
 34        entity that will have interest holder liability for liabilities that arise
 35        after the domestication becomes effective.
 36        (2)  A domestication of a foreign domesticating entity  is  not  effective
 37    unless  it  is  approved  in  accordance  with the law of the foreign entity's
 38    jurisdiction of organization.
                                                                        
 39        30-18-504.  AMENDMENT OR ABANDONMENT OF PLAN OF DOMESTICATION -- STATEMENT
 40    OF ABANDONMENT. (1) A plan of domestication of a domestic domesticating entity
 41    may be amended:
 42        (a)  In the same manner as the plan was approved, if  the  plan  does  not
 43        provide for the manner in which it may be amended; or
 44        (b)  By the governors or interest holders of the entity in the manner pro-
 45        vided  in the plan, but an interest holder that was entitled to vote on or
 46        consent to approval of the domestication is entitled to vote on or consent
 47        to any amendment of the plan that will change:
 48             (i)   The amount  or  kind  of  interests,  securities,  obligations,
 49             rights  to  acquire interests or securities, cash, or other property,
 50             or any combination of the foregoing, to be received  by  any  of  the
 51             interest holders of the domesticating entity under the plan;
 52             (ii)  The  public  organic  document  or private organic rules of the
                                                                        
                                       18
                                                                        
  1             domesticated entity that will be  in  effect  immediately  after  the
  2             domestication  becomes  effective,  except  for  changes  that do not
  3             require approval of the interest holders of the  domesticated  entity
  4             under its organic law or organic rules; or
  5             (iii) Any  other terms or conditions of the plan, if the change would
  6             adversely affect the interest holder in any material respect.
  7        (2)  After a plan  of  domestication  has  been  approved  by  a  domestic
  8    domesticating  entity  and  before a statement of domestication becomes effec-
  9    tive, the plan may be abandoned:
 10        (a)  As provided in the plan; or
 11        (b)  Unless prohibited by the plan, in the same manner  as  the  plan  was
 12        approved.
 13        (3)  If  a  plan  of  domestication  is  abandoned  after  a  statement of
 14    domestication has been filed with the secretary of state and before the filing
 15    becomes effective, a statement of abandonment, signed on behalf of the entity,
 16    must be filed with the secretary of state before the  time  the  statement  of
 17    domestication  becomes  effective.   The statement of abandonment takes effect
 18    upon filing, and the domestication is abandoned and does not become effective.
 19    The statement of abandonment must contain:
 20        (a)  The name of the domesticating entity;
 21        (b)  The date on which the statement of domestication was filed; and
 22        (c)  A statement that the domestication has been abandoned  in  accordance
 23        with this section.
                                                                        
 24        30-18-505.  STATEMENT  OF DOMESTICATION -- EFFECTIVE DATE. (1) A statement
 25    of domestication must be signed on behalf  of  the  domesticating  entity  and
 26    filed with the secretary of state.
 27        (2)  A statement of domestication must contain:
 28        (a)  The name, jurisdiction of organization, and type of the domesticating
 29        entity;
 30        (b)  The name and jurisdiction of organization of the domesticated entity;
 31        (c)  If the statement of domestication is not to be effective upon filing,
 32        the  later  date and time on which it will become effective, which may not
 33        be more than ninety (90) days after the date of filing;
 34        (d)  If the domesticating entity is a domestic entity,  a  statement  that
 35        the plan of domestication was approved in accordance with this part or, if
 36        the  domesticating  entity  is  a  foreign  entity,  a  statement that the
 37        domestication was approved in accordance with the law of its  jurisdiction
 38        of organization;
 39        (e)  If  the  domesticated  entity is a domestic filing entity, its public
 40        organic document, as an attachment; and
 41        (f)  If the domesticated entity is a domestic limited  liability  partner-
 42        ship, its statement of qualification, as an attachment.
 43        (3)  In  addition to the requirements of subsection (2) of this section, a
 44    statement of domestication may contain any other provision not  prohibited  by
 45    law.
 46        (4)  If  the  domesticated entity is a domestic entity, its public organic
 47    document, if any, must satisfy the requirements of  the  law  of  this  state,
 48    except  that  it does not need to be signed and may omit any provision that is
 49    not required to be included in a restatement of the public organic document.
 50        (5)  A plan of domestication that is signed on behalf of  a  domesticating
 51    domestic  entity  and  meets all of the requirements of subsection (2) of this
 52    section may be filed with the secretary of state instead  of  a  statement  of
 53    domestication  and upon filing has the same effect. If a plan of domestication
 54    is filed as provided in this subsection (5), references in this chapter  to  a
                                                                        
                                       19
                                                                        
  1    statement of domestication refer to the plan of domestication filed under this
  2    subsection (5).
  3        (6)  A statement of domestication becomes effective upon the date and time
  4    of  filing  or  the  later  date  and  time  specified  in  the  statement  of
  5    domestication.
                                                                        
  6        30-18-506.  EFFECT  OF  DOMESTICATION.  (1)  When  a domestication becomes
  7    effective:
  8        (a)  The domesticated entity is:
  9             (i)   Organized under and subject to the organic law of the  domesti-
 10             cated entity; and
 11             (ii)  The  same  entity  without  interruption  as  the domesticating
 12             entity;
 13        (b)  All property of the domesticating entity continues to  be  vested  in
 14        the  entity  without  transfer,  conveyance,   assignment,  reversion,  or
 15        impairment;
 16        (c)  All  liabilities  of the domesticating entity continue as liabilities
 17        of the entity;
 18        (d)  Except as provided by law other than this  chapter  or  the  plan  of
 19        domestication, all of the rights, privileges, immunities, powers, and pur-
 20        poses of the domesticating entity remain in the domesticated entity;
 21        (e)  The  name  of the domesticated entity may be substituted for the name
 22        of  the domesticating entity in any pending action or proceeding;
 23        (f)  Unless otherwise provided by the organic  law  of  the  domesticating
 24        entity,   the   domestication  does  not  cause  the  dissolution  of  the
 25        domesticating entity;
 26        (g)  If the domesticated entity is a filing  entity,  its  public  organic
 27        document is effective and is binding on its interest holders;
 28        (h)  If  the  domesticated  entity is a limited liability partnership, its
 29        statement of qualification is effective simultaneously;
 30        (i)  The private organic rules of the domesticated entity that are  to  be
 31        in  a  record,  if  any, approved as part of the plan of domestication are
 32        effective and are binding on its interest holders; and
 33        (j)  The interests in the domesticating entity are converted to the extent
 34        and as approved in connection with the  domestication,  and  the  interest
 35        holders  of  the domesticating entity are entitled only to the rights pro-
 36        vided to them under the plan of domestication and to any appraisal  rights
 37        they have under section 30-18-109, Idaho Code.
 38        (2)  Except  as  otherwise provided in the organic law or organic rules of
 39    the domesticating entity, the domestication does not give rise to  any  rights
 40    that  an interest holder, governor, or third party would otherwise have upon a
 41    dissolution, liquidation, or winding-up of the domesticating entity.
 42        (3)  When a domestication becomes effective, a person that  did  not  have
 43    interest  holder  liability  with respect to the domesticating entity and that
 44    becomes subject to interest holder liability with respect to a domestic entity
 45    as a result of the domestication has interest holder  liability  only  to  the
 46    extent  provided  by the organic law of the entity and only for those liabili-
 47    ties that arise after the domestication becomes effective.
 48        (4)  When a domestication becomes effective:
 49        (a)  The domestication does not discharge any  interest  holder  liability
 50        under the organic law of a domesticating domestic entity to the extent the
 51        interest holder liability arose before the domestication became effective;
 52        (b)  A  person  does  not have interest holder liability under the organic
 53        law of a domestic domesticating entity for any liability that arises after
 54        the domestication becomes effective;
                                                                        
                                       20
                                                                        
  1        (c)  The organic law of a domestic domesticating entity continues to apply
  2        to the release, collection, or discharge of any interest holder  liability
  3        preserved  under  paragraph (a) of this subsection as if the domestication
  4        had not occurred; and
  5        (d)  A person has whatever rights of contribution from any other person as
  6        are  provided  by  the  organic  law  or  organic  rules  of  a   domestic
  7        domesticating  entity  with  respect to any interest holder liability pre-
  8        served under paragraph (a) of this subsection as if the domestication  had
  9        not occurred.
 10        (5)  When  a domestication becomes effective, a foreign entity that is the
 11    domesticated entity:
 12        (a)  May be served with process in  this  state  for  the  collection  and
 13        enforcement of any of its liabilities; and
 14        (b)  Appoints  the  secretary of state as its agent for service of process
 15        for collecting or enforcing those liabilities.
 16        (6)  If the domesticating entity is a qualified foreign entity,  the  cer-
 17    tificate  of  authority  or  other  foreign qualification of the domesticating
 18    entity is canceled when the domestication becomes effective.
                                                                        
 19                                        PART 6
 20                                      (RESERVED)
                                                                        
 21                                        PART 7
 22                               MISCELLANEOUS PROVISIONS
                                                                        
 23        30-18-701.  CONSISTENCY OF APPLICATION. In applying  and  construing  this
 24    chapter, consideration must be given to the need to promote consistency of the
 25    law with respect to its subject matter among states that enact it.
                                                                        
 26        30-18-702.  RELATION  TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COM-
 27    MERCE ACT. This chapter modifies, limits, and  supersedes  the  federal  elec-
 28    tronic signatures in global and national commerce act (15 U.S.C. section 7001,
 29    et  seq.), but does not modify, limit, or supersede section 101(c) of that act
 30    (15 U.S.C. section 7001(c)) or authorize electronic delivery  of  any  of  the
 31    notices described in section 103(b) of that act (15 U.S.C. section 7003(b)).
                                                                        
 32        30-18-703.  REQUIREMENTS  FOR  FILING  OF DOCUMENTS. (1) To be entitled to
 33    filing by the secretary of  state,  a  document  must  satisfy  the  following
 34    requirements  and the requirements of any other provision of this chapter that
 35    adds to or varies these requirements:
 36        (a)  This chapter requires or permits filing the document in the office of
 37        the secretary of state.
 38        (b)  The document contains the information required by  this  chapter  and
 39        may contain other information.
 40        (c)  The document is in a record.
 41        (d)  The  document  is  in the English language, but the name of an entity
 42        need not be in English if written in English letters or  Arabic  or  Roman
 43        numerals.
 44        (e)  The document is signed:
 45             (i)   By an officer of a domestic or foreign corporation;
 46             (ii)  By  a person authorized by a domestic or foreign entity that is
 47             not a corporation; or
 48             (iii) If the entity is in the hands of a receiver, trustee, or  other
 49             court appointed fiduciary, by that fiduciary.
 50        (f)  The  document  must  state  the  name and capacity of the person that
                                                                        
                                       21
                                                                        
  1        signed it.  The  document  may  contain  a  corporate  seal,  attestation,
  2        acknowledgment, or verification.
  3        (g)  The  document  must  be  delivered  to the office of the secretary of
  4        state for filing. Delivery may be made by electronic transmission  if  and
  5        to  the extent permitted by the secretary of state. If a document is filed
  6        in typewritten or printed form and  not  transmitted  electronically,  the
  7        secretary  of  state  may  require  one  (1) exact or conformed copy to be
  8        delivered with the document.
  9        (2)  When a document is delivered to the office of the secretary of  state
 10    for filing, the correct filing fee required to be paid therewith by this chap-
 11    ter  or  other law must be paid or provision for payment made in a manner per-
 12    mitted by the secretary of state.
                                                                        
 13        30-18-704.  FORMS. The secretary of state may prescribe  and  furnish,  on
 14    request, forms for documents required or permitted to be filed by this chapter
 15    but their use is not mandatory.
                                                                        
 16        30-18-705.  FILING,  SERVICE  AND COPYING FEES. (1) The secretary of state
 17    shall collect a fee of ten dollars ($10.00) each time process is served on the
 18    secretary of state under this chapter. The party to a proceeding causing  ser-
 19    vice  of  process  may  recover this fee as costs if the party prevails in the
 20    proceeding.
 21        (2)  The secretary of state shall collect the following fees  for  copying
 22    and certifying the copy of any document filed under this chapter:
 23        (a)  Twenty-five cents (25¢) per page for copying; and
 24        (b)  Ten dollars ($10.00) for the certificate.
 25        (3)  The secretary of state shall collect the following fees when the doc-
 26    uments described are delivered for filing:
 27        (a)  Statement of merger .......................................... $30.00
 28        (b)  Statement of abandonment of merger ........................... $30.00
 29        (c)  Statement of interest exchange ............................... $30.00
 30        (d)  Statement of abandonment of interest exchange ................ $30.00
 31        (e)  Statement of conversion ...................................... $30.00
 32        (f)  Statement of abandonment of conversion ....................... $30.00
 33        (g)  Statement of domestication ................................... $30.00
 34        (h)  Statement of abandonment of domestication .................... $30.00
                                                                        
 35        30-18-706.  EFFECTIVE  TIME  AND  DATE  OF DOCUMENT. Except as provided in
 36    section 30-18-707, Idaho Code, a document accepted for filing is effective:
 37        (1) At the date and time of filing, as evidenced by the means used by  the
 38    secretary  of state for recording the date and time of filing;
 39        (2)  At  the  time  specified in the document as its effective time on the
 40    date it is filed;
 41        (3)  At a specified delayed effective time and date if permitted  by  this
 42    chapter; or
 43        (4)  If a delayed effective date but no time is specified, at the close of
 44    business on the date specified.
                                                                        
 45        30-18-707.  CORRECTING  FILED  DOCUMENT.  (1) A domestic or foreign entity
 46    may correct a document filed by the secretary of state if:
 47        (a)  The document contains an inaccuracy;
 48        (b)  The document was defectively signed; or
 49        (c)  The electronic transmission of the document to the secretary of state
 50        was defective.
 51        (2)  A document is corrected by filing  with  the  secretary  of  state  a
                                                                        
                                       22
                                                                        
  1    statement of correction that:
  2        (a)  Describes  the document to be corrected and states its filing date or
  3        has attached a copy of the document;
  4        (b)  Specifies the inaccuracy or defect to be corrected; and
  5        (c)  Corrects the inaccuracy or defect.
  6        (3)  A statement of correction is effective on the effective date  of  the
  7    document  it corrects except as to persons relying on the uncorrected document
  8    and adversely affected by the correction. As to those persons, a statement  of
  9    correction is effective when filed.
                                                                        
 10        30-18-708.  FILING DUTY OF SECRETARY OF STATE. (1) A document delivered to
 11    the  office  of  the secretary of state for filing that satisfies the require-
 12    ments of section  30-18-703, Idaho Code, must be filed  by  the  secretary  of
 13    state.
 14        (2)  The  secretary  of state files a document by recording it as filed on
 15    the date and time of receipt. After filing a document, the secretary of  state
 16    shall  deliver  to the domestic or foreign entity or its representative a copy
 17    of the document with an acknowledgment of the date and time of filing.
 18        (3)  If the secretary of state refuses to file a document,  the  secretary
 19    of  state  shall  return the document to the domestic or foreign entity or its
 20    representative within five (5) days after the document was delivered, together
 21    with a brief, written explanation of the reason for the refusal.
 22        (4)  The duty of the secretary of state to file documents under this  sec-
 23    tion is ministerial. The filing or refusal to file a document does not:
 24        (a)  Affect  the  validity  or  invalidity  of the document in whole or in
 25        part;
 26        (b)  Relate to the correctness or incorrectness of  information  contained
 27        in the document; or
 28        (c)  Create  a  presumption  that the document is valid or invalid or that
 29        information contained in the document is correct or incorrect.
                                                                        
 30        30-18-709.  APPEAL FROM REFUSAL TO FILE A DOCUMENT. (1) If  the  secretary
 31    of state refuses to file a document delivered for filing, the domestic or for-
 32    eign  entity  that  submitted  the  document for filing may appeal the refusal
 33    within thirty (30) days after the return of the document to the  fourth  judi-
 34    cial  district court of Ada county. The appeal is commenced by petitioning the
 35    court to compel filing the document and by attaching to the petition the docu-
 36    ment and the explanation of the secretary of state for the  refusal  to  file.
 37    Notice of the petition shall be provided to the secretary of state.
 38        (2)  The court may summarily order the secretary of state to file the doc-
 39    ument or take other action the court considers appropriate.
 40        (3)  The court's final decision may be appealed as in other civil proceed-
 41    ings.
                                                                        
 42        30-18-710.  EVIDENTIARY  EFFECT  OF  COPY OF FILED DOCUMENT. A certificate
 43    from the secretary of state, delivered with a copy of a document filed by  the
 44    secretary of state, may be relied upon as prima facie evidence that the origi-
 45    nal document is on file with the secretary of state.
                                                                        
 46        30-18-711.  PENALTY FOR SIGNING FALSE DOCUMENT. A person commits a  misde-
 47    meanor  punishable  by  a fine of not to exceed five hundred dollars ($500) if
 48    the person signs a document the person knows is false in any material  respect
 49    with  intent that the document be delivered to the secretary of state for fil-
 50    ing.
                                                                        
                                       23
                                                                        
  1        30-18-712.  POWERS OF SECRETARY OF STATE. The secretary of state  has  the
  2    power reasonably necessary to perform the duties required by this chapter.
                                                                        
  3        30-18-713.  SAVINGS CLAUSE. This chapter does not affect an action or pro-
  4    ceeding commenced or right accrued before the effective date of this chapter.
                                                                        
  5        SECTION  2.  That Section 30-1-858, Idaho Code, be, and the same is hereby
  6    amended to read as follows:
                                                                        
  7        30-1-858.  VARIATION BY CORPORATE ACTION -- APPLICATION OF INDEMNIFICATION
  8    PROVISIONS. (1) A corporation may, by a provision in its articles of  incorpo-
  9    ration  or  bylaws  or  in  a resolution approved by its board of directors or
 10    shareholders, obligate itself in advance of the act or omission giving rise to
 11    a proceeding to provide indemnification in accordance with  section  30-1-851,
 12    Idaho  Code,  or  advance funds to pay for or reimburse expenses in accordance
 13    with section 30-1-853, Idaho Code. Any  such  obligatory  provision  shall  be
 14    deemed  to  satisfy  the requirements for authorization referred to in section
 15    30-1-853(3), Idaho Code, and in section 30-1-855(3), Idaho Code. Any such pro-
 16    vision that obligates the corporation to provide indemnification to the  full-
 17    est  extent  permitted  by  law shall be deemed to obligate the corporation to
 18    advance funds to pay for or reimburse  expenses  in  accordance  with  section
 19    30-1-853,  Idaho Code, to the fullest extent permitted by law, unless the pro-
 20    vision specifically provides otherwise.
 21        (2)  Any provision pursuant to subsection (1) of this  section  shall  not
 22    obligate  the  corporation to indemnify or advance expenses to a director of a
 23    predecessor of the corporation, pertaining to conduct with respect to the pre-
 24    decessor, unless otherwise specifically provided. Any provision for indemnifi-
 25    cation or advance for expenses in the articles of incorporation, bylaws, or  a
 26    resolution  of  the board of directors or shareholders of a predecessor of the
 27    corporation in a merger or in a contract to which the predecessor is a  party,
 28    existing  at  the  time  the merger takes effect, shall be governed by section
 29    30-18-206, Idaho Code, or if excluded by  said  section  pursuant  to  section
 30    30-18-110, Idaho Code, by section 30-1-1107(1)(d), Idaho Code.
 31        (3)  A  corporation  may, by a provision in its articles of incorporation,
 32    limit any of the rights to indemnification or advance for expenses created  by
 33    or  pursuant  to this part, other than the rights to mandatory indemnification
 34    under section 30-1-852, Idaho Code, and to court-ordered  indemnification  and
 35    advance for expenses under section 30-1-854, Idaho Code.
 36        (4)  Sections  30-1-850  through  30-1-859,  Idaho  Code,  do  not limit a
 37    corporation's power to pay or reimburse expenses incurred by a director or  an
 38    officer  in  connection  with his appearance as a witness in a proceeding at a
 39    time when he is not a party.
 40        (5)  Sections 30-1-850 through  30-1-859,  Idaho  Code,  do  not  limit  a
 41    corporation's  power  to indemnify, advance expenses to or provide or maintain
 42    insurance on behalf of an employee or agent.
                                                                        
 43        SECTION 3.  That Part 11, Chapter 1, Title 30, Idaho  Code,  be,  and  the
 44    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 45    and designated as Section 30-1-1100, Idaho Code, and to read as follows:
                                                                        
 46        30-1-1100.  APPLICABILITY OF IDAHO ENTITY  TRANSACTIONS  ACT.  (1)  Unless
 47    excluded therefrom by section 30-18-110, Idaho Code, and except as provided in
 48    subsection (2) of this section, a merger or a share exchange in which a corpo-
 49    ration  is  a  party is governed by the Idaho entity transactions act, chapter
 50    18, title 30, Idaho Code.
                                                                        
                                       24
                                                                        
  1        (2)  Sections 30-1-1104 and 30-1-1105, Idaho Code, apply  to  transactions
  2    in  which  a  corporation  is a party under the Idaho entity transactions act,
  3    chapter 18, title 30, Idaho Code.
                                                                        
  4        SECTION 4.  That Section 30-3-50, Idaho Code, be, and the same  is  hereby
  5    amended to read as follows:
                                                                        
  6        30-3-50.  NOTICE  OF  MEETING. (1) A corporation shall give notice consis-
  7    tent with its bylaws of meetings of members in a fair and reasonable manner.
  8        (2)  Any notice that conforms to the requirements  of  subsection  (3)  of
  9    this section is fair and reasonable, but other means of giving notice may also
 10    be  fair  and  reasonable  when all the circumstances are considered; provided
 11    however, that notice of matters referred to in subsection (3)(b) of this  sec-
 12    tion must be given as provided in subsection (3) of this section.
 13        (3)  Notice is fair and reasonable if:
 14        (a)  The  corporation notifies its members of the place, date, and time of
 15        each annual, regular and special meeting of  members  no  fewer  than  ten
 16        (10),  (or  if  notice  is  mailed by other than first class or registered
 17        mail, thirty (30)), nor more than sixty (60) days before the meeting date;
 18        (b)  Notice of an annual or regular meeting includes a description of  any
 19        matters  or  matters  that  must  be approved by the members under section
 20        30-3-81, 30-3-88,  30-3-91,  30-3-97,  30-3-103,  30-3-107,  or  30-3-112,
 21        30-18-203, 30-18-303, 30-18-403 or 30-18-503, Idaho Code; and
 22        (c)  Notice  of  a special meeting includes a description of the matter or
 23        matters for which the meeting is called.
 24        (4)  Unless the bylaws require otherwise, if an annual, regular or special
 25    meeting of members is adjourned to a different date,  time  or  place,  notice
 26    need  not  be  given  of the new date, time or place, if the new date, time or
 27    place is announced at the meeting before adjournment.  If a  new  record  date
 28    for  the  adjourned  meeting  is or must be fixed under section 30-3-52, Idaho
 29    Code, however, notice of the adjourned meeting must be given under  this  sec-
 30    tion to the members of record as of the new record date.
 31        (5)  When  giving  notice of an annual, regular or special meeting of mem-
 32    bers, a corporation shall give notice of a matter a member intends to raise at
 33    the meeting if:
 34        (a)  Requested in writing to do so by a person entitled to call a  special
 35        meeting; and
 36        (b)  The request is received by the secretary or president of the corpora-
 37        tion  at  least  ten  (10) days before the corporation gives notice of the
 38        meeting.
                                                                        
 39        SECTION 5.  That Part 1, Chapter 3, Title 30, Idaho Code, be, and the same
 40    is hereby amended by the addition thereto of a NEW SECTION, to  be  known  and
 41    designated as Section 30-3-100A, Idaho Code, and to read as follows:
                                                                        
 42        30-3-100A.  APPLICABILITY OF IDAHO ENTITY TRANSACTIONS ACT. (1) Unless the
 43    participating  entity  is excluded therefrom by section 30-18-110, Idaho Code,
 44    and except as provided in subsection (2) of this section, a merger in which  a
 45    nonprofit  corporation is a party is governed by the Idaho entity transactions
 46    act, chapter 18, title 30, Idaho Code.
 47        (2)  Section 30-3-101, Idaho Code, applies to transactions in which a non-
 48    profit corporation is a party under the Idaho entity transactions act, chapter
 49    18, title 30, Idaho Code.
                                                                        
 50        SECTION 6.  That Section 30-1309A, Idaho Code, be, and the same is  hereby
                                                                        
                                       25
                                                                        
  1    amended to read as follows:
                                                                        
  2        30-1309A.  DEATH OR DISQUALIFICATION OF SOLE SHAREHOLDER. If a corporation
  3    organized  under  this  chapter  has only one (1) shareholder, and that share-
  4    holder becomes disqualified under section 30-1309, Idaho Code,  or  dies,  the
  5    disqualified shareholder or the personal representative of the deceased share-
  6    holder  may,  notwithstanding  other  provisions of this chapter, exercise the
  7    voting rights of the outstanding shares only for the purpose of dissolving the
  8    corporation pursuant to sections 30-1-1401 through 30-1-1440, Idaho Code, con-
  9    solidating or merging the corporation pursuant to section 30-1312, Idaho Code,
 10    or converting the corporation to a corporation  for  profit  under  the  Idaho
 11    entity  transactions act, chapter 18, title 30, Idaho Code, or, if excluded by
 12    said act pursuant to section 30-18-110, Idaho Code, under the  Idaho  business
 13    corporation act, chapter 1, title 30, Idaho Code.
                                                                        
 14        SECTION  7.  That  Section 30-1312, Idaho Code, be, and the same is hereby
 15    amended to read as follows:
                                                                        
 16        30-1312.  APPLICATION OF CORPORATION LAWS -- MERGER. (1) Subsection (2) of
 17    this section applies only to mergers  of  professional  corporations  excluded
 18    from the Idaho entity transactions act by section 30-18-110, Idaho Code.
 19        (2)  The Bbusiness Ccorporation Aact of the state of Idaho shall be appli-
 20    cable  to  a  corporation  organized pursuant to this act except to the extent
 21    that any of the provisions of this act are interpreted to be in conflict  with
 22    the  provisions  thereof,  and  in such event the provisions of this act shall
 23    take precedence with respect to a corporation organized pursuant to the provi-
 24    sions of this act. A professional corporation organized under this  act  shall
 25    consolidate  or  merge only with another professional corporation organized to
 26    render the same specific professional service or allied professional services.
                                                                        
 27        SECTION 8.  That Part 11, Chapter 2, Title 53, Idaho  Code,  be,  and  the
 28    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 29    and designated as Section 53-2-1100, Idaho Code, and to read as follows:
                                                                        
 30        53-2-1100.  APPLICABILITY OF IDAHO ENTITY TRANSACTIONS ACT. (1) Unless the
 31    participating entity is excluded therefrom by section 30-18-110,  Idaho  Code,
 32    and  except  as provided in subsection (2) of this section, a merger or a con-
 33    version in which a limited partnership is a party is  governed  by  the  Idaho
 34    entity transactions act, chapter 18, title 30, Idaho Code.
 35        (2)  Sections  53-2-1103,  53-2-1107  and  53-2-1110, Idaho Code, apply to
 36    transactions in which a limited partnership is a party under the Idaho  entity
 37    transactions act, chapter 18, title 30, Idaho Code.
                                                                        
 38        SECTION  9.  That Section 53-3-101, Idaho Code, be, and the same is hereby
 39    amended to read as follows:
                                                                        
 40        53-3-101.  DEFINITIONS. In this act:
 41        (1)  "Business" includes every trade, occupation and profession.
 42        (2)  "Debtor in bankruptcy" means a person who is the subject of:
 43        (i)   An order for relief under title 11 of the United States  Code  or  a
 44        comparable order under a successor statute of general application; or
 45        (ii)  Comparable  order  under  federal,  state,  or foreign law governing
 46        insolvency.
 47        (3)  "Distribution" means a transfer of money or  other  property  from  a
 48    partnership  to  a  partner  in  the partner's capacity as a partner or to the
                                                                        
                                       26
                                                                        
  1    partner's transferee.
  2        (4)  "Execution" means any signature, mark or symbol affixed to a  writing
  3    with  the  intent  to  authenticate the writing. It includes an electronically
  4    transmitted signature or symbol.
  5        (5)  "Foreign limited liability partnership" means a partnership that:
  6        (i)   Is formed under laws other than the laws of this state; and
  7        (ii)  Has the status of a limited liability partnership under those laws.
  8        (6)  "Legal entity" means an association of one (1) or more  persons  cre-
  9    ated  pursuant to statute for the purpose of transacting business, whether for
 10    profit or otherwise. It includes, but is not limited to, a corporation, a lim-
 11    ited liability company, a partnership or a limited liability partnership.
 12        (7)  "Limited liability partnership" means a partnership that has filed  a
 13    statement  of  qualification under section 53-3-1001, Idaho Code, and does not
 14    have a similar statement in effect in any other jurisdiction.
 15        (8)  "Partnership" means an association of two  (2)  or  more  persons  to
 16    carry  on  as  co-owners  a business for profit formed under section 53-3-202,
 17    Idaho Code, predecessor law, or comparable law of another jurisdiction.
 18        (9)  "Partnership agreement" means the agreement, whether  written,  oral,
 19    or  implied,  among  the partners concerning the partnership, including amend-
 20    ments to the partnership agreement.
 21        (10) "Partnership at will" means a partnership in which the partners  have
 22    not  agreed  to remain partners until the expiration of a definite term or the
 23    completion of a particular undertaking.
 24        (11) "Partnership interest" or "partner's  interest  in  the  partnership"
 25    means all of a partner's interests in the partnership, including the partner's
 26    transferable interest and all management and other rights.
 27        (12) "Person"  means  an  individual, corporation, business trust, estate,
 28    trust, partnership, limited partnership, association, joint  venture,  limited
 29    liability company, government, governmental subdivision, agency, or instrumen-
 30    tality, or any other legal or commercial entity.
 31        (13) "Property"  means all property, real, personal, or mixed, tangible or
 32    intangible, or any interest therein.
 33        (14) "State" means a state of the United States, the District of Columbia,
 34    the Commonwealth of Puerto Rico, or any territory or insular  possession  sub-
 35    ject to the jurisdiction of the United States.
 36        (15) "Statement"  means a statement of partnership authority under section
 37    53-3-303, Idaho Code, a statement of  denial  under  section  53-3-304,  Idaho
 38    Code, a statement of dissociation under section 53-3-704, Idaho Code, a state-
 39    ment  of dissolution under section 53-3-805, Idaho Code, a statement of merger
 40    under section 53-3-907 or section 30-18-205, Idaho Code, a statement of quali-
 41    fication under section 53-3-1001, Idaho Code, a statement of foreign  qualifi-
 42    cation under section 53-3-1102, Idaho Code, or an amendment or cancellation of
 43    any of the foregoing.
 44        (16) "Transfer"  includes an assignment, conveyance, lease, mortgage, deed
 45    and encumbrance.
                                                                        
 46        SECTION 10.  That Part 9, Chapter 3, Title 53, Idaho  Code,  be,  and  the
 47    same  is  hereby amended by the addition thereto of a NEW SECTION, to be known
 48    and designated as Section 53-3-901A, Idaho Code, and to read as follows:
                                                                        
 49        53-3-901A.  APPLICABILITY OF IDAHO ENTITY TRANSACTIONS ACT. (1) Unless the
 50    participating entity is excluded therefrom by section 30-18-110,  Idaho  Code,
 51    and  except  as provided in subsection (2) of this section, a merger or a con-
 52    version in which a partnership is a party is  governed  by  the  Idaho  entity
 53    transactions act, chapter 18, title 30, Idaho Code.
                                                                        
                                       27
                                                                        
  1        (2)  Sections  53-3-903(b)  and  (c) and 53-3-905(c), Idaho Code, apply to
  2    transactions in which a partnership is a party under the Idaho entity transac-
  3    tions act, chapter 18, title 30, Idaho Code.
                                                                        
  4        SECTION 11.  That Chapter 6, Title 53, Idaho Code, be,  and  the  same  is
  5    hereby  amended by the addition thereto of a NEW SECTION, to be known and des-
  6    ignated as Section 53-660A, Idaho Code, and to read as follows:
                                                                        
  7        53-660A.  APPLICABILITY OF IDAHO ENTITY TRANSACTIONS ACT. (1)  Unless  the
  8    participating  entity  is excluded therefrom by section 30-18-110, Idaho Code,
  9    and except as provided in subsection (2) of this section, a merger or  a  con-
 10    solidation  in which a limited liability company is a party is governed by the
 11    Idaho entity transactions act, chapter 18, title 30, Idaho Code.
 12        (2)  Section 53-662, Idaho Code, applies to transactions in which  a  lim-
 13    ited  liability  company  is  a party under the Idaho entity transactions act,
 14    chapter 18, title 30, Idaho Code.
                                                                        
 15        SECTION 12.  This act shall be in full force and effect on and after  July
 16    1, 2007.

Statement of Purpose / Fiscal Impact



                       STATEMENT OF PURPOSE

                             RS 16587

The Idaho Entity Transactions Act will allow conversion of
one kind of business organization to another, or the merger of
two or more business organizations into one organization.


                           FISCAL NOTE

There will be no impact on the state's general fund.


Contact
Name:  Senator Bart Davis 
Phone: 208-332-1305
Name:  Dale G. Higer
Phone: 208-345-1432


STATEMENT OF PURPOSE/FISCAL NOTE                        S 1019