TITLE 30

CORPORATIONS

CHAPTER 22

ENTITY TRANSACTIONS

PART 5

DOMESTICATION

30-22-506.  EFFECT OF DOMESTICATION. (a) When a domestication becomes effective:

(1)  The domesticated entity is:

(A)  Organized under and subject to the organic law of the domesticated entity; and

(B)  The same entity without interruption as the domesticating entity;

(2)  All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion or impairment;

(3)  All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;

(4)  Except as otherwise provided by law or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(5)  The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6)  If the domesticated entity is a filing entity, its public organic record is effective;

(7)  If the domesticated entity is a limited liability partnership, its statement of qualification is effective simultaneously;

(8)  The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective; and

(9)  The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights as provided in section 30-22-109, Idaho Code, and the domesticating entity’s organic law.

(b)  Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the domesticating entity.

(c)  When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective.

(d)  When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is subject to the following rules:

(1)  The domestication does not discharge any interest holder liability under the organic law of the domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective.

(2)  A person does not have interest holder liability under the organic law of the domestic domesticating entity for any debt, obligation, or other liability that arises after the domestication becomes effective.

(3)  The organic law of the domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred.

(4)  A person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred.

(e)  When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f)  If a domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication becomes effective.

(g)  A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

History:

[30-22-506, added 2015, ch. 243, sec. 21, p. 804.]