Idaho Code § 30-22-101 SHORT TITLE.
30-22-101. SHORT TITLE.
This chapter may be cited as the "Idaho Model Entity Transactions Act."
[30-22-101, added 2015, ch. 243, sec. 17, p. 786.]
GENERAL PROVISIONS
Idaho Code tit. 30, ch. 30-22, pt. 30-22-1
in effectIdaho Code § 30-22-102 DEFINITIONS.
30-22-102. DEFINITIONS.
(a) As used in this chapter:
(1) "Acquired entity" means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange.
(2) "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.
(3) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity’s organic rules, organic law, and other law to:
(A) Propose a transaction subject to this part;
(B) Adopt and approve the terms and conditions of the transaction; and
(C) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(4) "Conversion" means a transaction authorized by part 4 of this chapter.
(5) "Converted entity" means the converting entity as it continues in existence after a conversion.
(6) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 30-22-403 , Idaho Code, or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
(7) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
(8) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 30-22-503 , Idaho Code, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.
(9) "Domestication" means a transaction authorized by part 5 of this chapter.
(10) "Interest exchange" means a transaction authorized by part 3 of this chapter.
(11) "Interest holder liability" means:
(A) Personal liability for a liability of an entity which is imposed on a person:
(i) Solely by reason of the status of the person as an interest holder; or
(ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(12) "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state.
(13) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(14) "Plan" means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication.
(15) "Plan of conversion" means a plan under section 30-22-402 , Idaho Code.
(16) "Plan of domestication" means a plan under section 30-22-502 , Idaho Code.
(17) "Plan of interest exchange" means a plan under section 30-22-302 , Idaho Code.
(18) "Plan of merger" means a plan under section 30-22-202 , Idaho Code.
(19) "Protected agreement" means:
(A) A record evidencing indebtedness and any related agreement in effect on July 1, 2007;
(B) An agreement that is binding on an entity on July 1, 2007;
(C) The organic rules of an entity in effect on July 1, 2007; or
(D) An agreement that is binding on any of the governors or interest holders of an entity on July 1, 2007.
(20) "Statement of conversion" means a statement under section 30-22-405 , Idaho Code.
(21) "Statement of domestication" means a statement under section 30-22-505 , Idaho Code.
(22) "Statement of interest exchange" means a statement under section 30-22-305 , Idaho Code.
(23) "Statement of merger" means a statement under section 30-22-205 , Idaho Code.
(24) "Surviving entity" means the entity that continues in existence after or is created by a merger under part 2 of this chapter.
(b) The following definitions outside this chapter apply to this chapter:
(1) "Distributional interest" – section 30-21-102 (8), Idaho Code.
(2) "Domestic" – section 30-21-102 (9), Idaho Code.
(3) "Entity" – section 30-21-102 (11), Idaho Code.
(4) "Filing entity" – section 30-21-102 (14), Idaho Code.
(5) "Foreign" – section 30-21-102 (15), Idaho Code.
(6) "Governance interest" – section 30-21-102 (18), Idaho Code.
(7) "Governor" – section 30-21-102 (19), Idaho Code.
(8) "Interest" – section 30-21-102 (20), Idaho Code.
(9) "Interest holder" – section 30-21-102 (21), Idaho Code.
(10) "Jurisdiction" – section 30-21-102 (22), Idaho Code.
(11) "Jurisdiction of formation" – section 30-21-102 (23), Idaho Code.
(12) "Organic law" – section 30-21-102 (33), Idaho Code.
(13) "Organic rules" – section 30-21-102 (34), Idaho Code.
(14) "Person" – section 30-21-102 (35), Idaho Code.
(15) "Private organic rules" – section 30-21-102 (37), Idaho Code.
(16) "Property" – section 30-21-102 (41), Idaho Code.
(17) "Public organic record" – section 30-21-102 (42), Idaho Code.
(18) "Record" – section 30-21-102 (44), Idaho Code.
(19) "Registered foreign entity" – section 30-21-102 (46), Idaho Code.
(20) "Sign" – section 30-21-102 (47), Idaho Code.
(21) "State" – section 30-21-102 (48), Idaho Code.
(22) "Transfer" – section 30-21-102 (50), Idaho Code.
(23) "Type of entity" – section 30-21-102 (51), Idaho Code.
[30-22-102, added 2015, ch. 243, sec. 17, p. 786.]
Idaho Code § 30-22-103 RELATIONSHIP OF CHAPTER TO OTHER LAWS.
30-22-103. RELATIONSHIP OF CHAPTER TO OTHER LAWS.
(a) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(b) A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
(2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty or obligation directly under the law.
[30-22-103, added 2015, ch. 243, sec. 17, p. 788.]
Idaho Code § 30-22-104 REQUIRED NOTICE OR APPROVAL.
30-22-104. REQUIRED NOTICE OR APPROVAL.
(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state before engaging in a merger transaction of a type covered by this chapter must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
[30-22-104, added 2015, ch. 243, sec. 17, p. 788.]
Idaho Code § 30-22-105 STATUS OF FILINGS.
30-22-105. STATUS OF FILINGS.
A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
[30-22-105, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-22-106 NONEXCLUSIVITY.
30-22-106. NONEXCLUSIVITY.
The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
[30-22-106, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-22-107 REFERENCE TO EXTERNAL FACTS.
30-22-107. REFERENCE TO EXTERNAL FACTS.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
[30-22-107, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-22-108 ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS.
30-22-108. ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS.
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.
[30-22-108, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-22-109 APPRAISAL RIGHTS.
30-22-109. APPRAISAL RIGHTS.
(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) The organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:
(1) The entity’s organic rules;
(2) The plan; or
(3) The case of a business corporation by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30 , Idaho Code, applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.
[30-22-109, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-22-110 CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS.
30-22-110. CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS.
(a) In the event of any conflict between the provisions of this chapter and the provisions of the following laws, the following laws shall control:
(1) The Idaho bank act, as defined in section 26-101 , Idaho Code;
(2) The Idaho credit union act, chapter 21, title 26 , Idaho Code;
(3) Chapters 28, 32, 34, 38 and 48, title 41 , Idaho Code;
(4) The business and industrial development corporation act, chapter 27, title 26 , Idaho Code.
(b) This chapter may not be used to effect a transaction that results in a domestic entity of a type that cannot be formed by the filing of a public organic record with the secretary of state, except for a general partnership and an unincorporated nonprofit association.
[30-22-110, added 2015, ch. 243, sec. 17, p. 789.]
Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH22PT1/Fetched: 10/20/2026