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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
]]]] 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
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