MERGER

Idaho Code tit. 30, ch. 30-22, pt. 30-22-2

in effect

Idaho Code § 30-22-201 MERGER AUTHORIZED.

30-22-201. MERGER AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part: (1) One (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more foreign entities may merge into a domestic entity. (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 a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation. [30-22-201, added 2015, ch. 243, sec. 18, p. 790.]

Idaho Code § 30-22-202 PLAN OF MERGER.

30-22-202. PLAN OF MERGER. (a) A domestic entity may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity; (3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) If the surviving entity exists before the merger, any proposed amendments to: (A) Its public organic record, if any; and (B) Its private organic rules that are, or are proposed to be, in a record; (5) If the surviving entity is to be created in the merger: (A) Its proposed public organic record, if any; and (B) The full text of its private organic rules that are proposed to be in a record; (6) The other terms and conditions of the merger; and (7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity. (b) In addition to the requirements of subsection (a) of this section, a plan of merger may contain any other provision not prohibited by law. [30-22-202, added 2015, ch. 243, sec. 18, p. 790.]

Idaho Code § 30-22-203 APPROVAL OF MERGER.

30-22-203. APPROVAL OF MERGER. (a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a limited cooperative association, the merger; or (ii) In the case of a limited cooperative association, a transaction under this chapter; (B) By all of the interest holders of the entity entitled to vote on or consent to any matter if: (i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of the merger; or (ii) In the case of an entity that is a limited cooperative association, neither its organic law nor organic rules provide for approval of a transaction under this chapter; and (2) In a record, by each interest holder of a domestic merging entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation: (A) The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and (B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision. (b) A merger under this part involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation. [30-22-203, added 2015, ch. 243, sec. 18, p. 790.]

Idaho Code § 30-22-204 AMENDMENT OR ABANDONMENT OF PLAN OF MERGER.

30-22-204. AMENDMENT OR ABANDONMENT OF PLAN OF MERGER. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging entity may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. (c) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging entity may abandon the plan in the same manner as the plan was approved. (d) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (1) The name of each party to the plan of merger; (2) The date on which the statement of merger was filed; and (3) A statement that the merger has been abandoned in accordance with this section. [30-22-204, added 2015, ch. 243, sec. 18, p. 791.]

Idaho Code § 30-22-205 STATEMENT OF MERGER — EFFECTIVE DATE OF MERGER.

30-22-205. STATEMENT OF MERGER — EFFECTIVE DATE OF MERGER. (a) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. (b) A statement of merger must contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The name, jurisdiction of formation, and type of entity of the surviving entity; (3) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing; (4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; (7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and (8) If the surviving entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent in compliance with section 30-21-411 , Idaho Code. (c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law. (d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record. (e) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this act to a statement of merger refer to the plan of merger filed under this subsection. (f) A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger. (g) If the surviving entity is a domestic entity, the merger is effective when the statement of merger is effective. If the surviving entity is a foreign entity, the merger is effective on the later of: (1) The date and time provided by the organic law of the surviving entity; or (2) When the statement is effective. [30-22-205, added 2015, ch. 243, sec. 18, p. 792.]

Idaho Code § 30-22-206 EFFECT OF MERGER.

30-22-206. EFFECT OF MERGER. (a) When a merger under this part becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving entity without transfer, reversion or impairment; (4) All debts, obligations and other liabilities of each merging entity are debts, obligations and other liabilities of the surviving entity; (5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers and purposes of each merging entity vest in the surviving entity; (6) If the surviving entity exists before the merger: (A) All its property continues to be vested in it without transfer, reversion or impairment; (B) It remains subject to all its debts, obligations and other liabilities; and (C) All its rights, privileges, immunities, powers and purposes continue to be vested in it; (7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (8) If the surviving entity exists before the merger: (A) Its public organic record, if any, is amended to the extent provided in the statement of merger; and (B) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (9) If the surviving entity is created by the merger, its private organic rules are effective and: (A) If it is a filing entity, its public organic record is effective; and (B) If it is a limited liability partnership, its statement of qualification is effective; and (10) The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 30-22-109 , Idaho Code, and the merging entity’s organic law. (b) Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this part 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 merging entity. (c) When a merger under this part becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective. (d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is subject to the following rules: (1) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective. (2) The person does not have interest holder liability under the organic law of the domestic merging entity for any debt, obligation, or other liability that arises after the merger becomes effective. (3) The organic law of the domestic merging 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 merger had not occurred. (4) The person has whatever rights of contribution from any other person as are provided by law other than this chapter or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the merger had not occurred. (e) When a merger under this part becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in accordance with applicable law. (f) When a merger under this part becomes effective, registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled. [30-22-206, added 2015, ch. 243, sec. 18, p. 793.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH22PT2/Fetched: 10/20/2026