TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 11

MERGERS AND SHARE EXCHANGES

30-29-1105.  MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES. (a) A domestic or foreign parent entity that owns shares of a domestic corporation that carry at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself, if it is a domestic or foreign corporation or eligible entity, or into another domestic or foreign corporation or eligible entity in which the parent entity owns at least ninety percent (90%) of the voting power of each class and series of the outstanding shares or eligible interests which have voting power, or merge itself, if it is a domestic or foreign corporation or eligible entity, into such subsidiary, in either case without the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation otherwise provide. Section 30-29-1104(k), Idaho Code, applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary.

(b)  A parent entity shall, within ten (10) days after the effective date of a merger approved under subsection (a) of this section, notify each of the subsidiary’s shareholders that the merger has become effective.

(c)  Except as provided in subsections (a) and (b) of this section, a merger between a parent entity and a domestic subsidiary corporation shall be governed by the provisions of this part applicable to mergers generally.

History:

[30-29-1105, added 2015, ch. 243, sec. 66, p. 947; am. 2019, ch. 90, sec. 128, p. 304.]