TITLE 30

CORPORATIONS

CHAPTER 22

ENTITY TRANSACTIONS

PART 3

INTEREST EXCHANGE

30-22-301.  INTEREST EXCHANGE AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part:

(1)  A domestic entity may acquire all of one (1) or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or

(2)  All of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.

(b)  Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under this part if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.

(c)  If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2007.

History:

[30-22-301, added 2015, ch. 243, sec. 19, p. 794.]