DOMESTICATION AND CONVERSION

Idaho Code tit. 30, ch. 30-29, pt. 30-29-9

in effect

Idaho Code § 30-29-901 DEFINITIONS.

30-29-901. DEFINITIONS. (a) As used in this part: (1) "Domesticated corporation" means a domesticated entity that is a corporation. (2) "Domesticating corporation" means a domesticating entity that is a corporation. (b) The following definitions in chapter 22, title 30 , Idaho Code, shall apply to this part: (1) "Conversion" is as defined in section 30-22-102 (a)(4), Idaho Code. (2) "Converted entity" is as defined in section 30-22-102 (a)(5), Idaho Code. (3) "Converting entity" is as defined in section 30-22-102 (a)(6), Idaho Code. (4) "Domesticated entity" is as defined in section 30-22-102 (a)(7), Idaho Code. (5) "Domesticating entity" is as defined in section 30-22-102 (a)(8), Idaho Code. (6) "Domestication" is as defined in section 30-22-102 (a)(9), Idaho Code. (7) "Protected agreement" is as defined in section 30-22-102 (a)(19), Idaho Code. [30-29-901, added 2019, ch. 90, sec. 113, p. 291.]

Idaho Code § 30-29-921 ACTION ON A PLAN OF DOMESTICATION.

30-29-921. ACTION ON A PLAN OF DOMESTICATION. In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner, notwithstanding the provisions of section 30-22-503 (a), Idaho Code: (a) The plan of domestication shall first be adopted by the board of directors. (b) The plan of domestication shall then be approved by the shareholders. In submitting the plan of domestication to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, unless either the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation; or section 30-29-826 , Idaho Code, applies. In either case, the board shall inform the shareholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of domestication by the shareholders or the effectiveness of the plan of domestication. (d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of domestication and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the articles of incorporation and the bylaws as they will be in effect immediately after the domestication. (e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this section, require a greater vote or a greater quorum, approval of the plan of domestication requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, except as provided in subsection (f) of this section, the approval of each class or series of shares voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group. (f) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsection (e) of this section as to any class or series of shares, except when the articles of incorporation of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class or series to vote as a separate group under section 30-29-1004 , Idaho Code, if it were a proposed amendment of the articles of incorporation of the domestic domesticating corporation. (g) If as a result of a domestication one (1) or more shareholders of a domestic corporation would become subject to interest holder liability, approval of the plan of domestication shall require the signing in connection with the domestication, by each such shareholder, of a separate written consent to become subject to such interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability other than for changes that eliminate or reduce such interest holder liability. [30-29-921, added 2019, ch. 90, sec. 113, p. 291.]

Idaho Code § 30-29-922 ARTICLES OF DOMESTICATION — EFFECTIVENESS.

30-29-922. ARTICLES OF DOMESTICATION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-505 (b)(4), Idaho Code, a statement of domestication of a domesticating corporation shall include a statement that the plan of domestication was approved in accordance with this section. [30-29-922, added 2019, ch. 90, sec. 113, p. 292.]

Idaho Code § 30-29-924 EFFECT OF DOMESTICATION.

30-29-924. EFFECT OF DOMESTICATION. (a) When a domestication becomes effective, the domesticated corporation is deemed to have been incorporated on the date the domesticating corporation was originally incorporated. (b) When a domestication of a domestic corporation into a foreign jurisdiction becomes effective, the domesticated corporation is deemed to agree that it will promptly pay the amount, if any, to which shareholders who exercise appraisal rights in connection with the domestication are entitled under part 13 of this chapter. (c) Notwithstanding the provisions of section 30-22-506 (c) and (d), Idaho Code, except as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of a shareholder in a foreign corporation that is domesticated into this state who had interest holder liability in respect of such domesticating corporation before the domestication becomes effective shall be as follows: (1) The domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective. (2) The provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (1) of this subsection, as if the domestication had not occurred. (3) The shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by paragraph (1) of this subsection, as if the domestication had not occurred. (4) The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that are incurred after the domestication becomes effective. (d) Notwithstanding the provisions of section 30-22-506 (c) and (d), Idaho Code, a shareholder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication shall have such interest holder liability only in respect of interest holder liabilities that arise after the domestication becomes effective. [30-29-924, added 2019, ch. 90, sec. 113, p. 292.]

Idaho Code § 30-29-932 ACTION ON A PLAN OF CONVERSION.

30-29-932. ACTION ON A PLAN OF CONVERSION. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner, notwithstanding the provisions of section 30-22-403 (a), Idaho Code: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors must recommend that the shareholders approve the plan, unless either the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation; or section 30-29-826 , Idaho Code, applies. In either case, the board of directors shall inform the shareholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of conversion by the shareholders or the effectiveness of the plan of conversion. (d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity which are to be in writing as they will be in effect immediately after the conversion. (e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this section, require a greater vote or a greater quorum, approval of the plan of conversion requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and the approval of each class or series of shares voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group. (f) If as a result of the conversion one (1) or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such interest holder liability. [30-29-932, added 2019, ch. 90, sec. 113, p. 293.]

Idaho Code § 30-29-933 ARTICLES OF CONVERSION — EFFECTIVENESS.

30-29-933. ARTICLES OF CONVERSION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-405 (b)(4), Idaho Code, a statement of conversion of a domestic converting corporation shall include a statement that the plan of conversion was approved in accordance with this section. [30-29-933, added 2019, ch. 90, sec. 113, p. 293.]

Idaho Code § 30-29-935 EFFECT OF CONVERSION.

30-29-935. EFFECT OF CONVERSION. (a) When a conversion becomes effective, the converted entity is deemed to have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. (b) When a conversion of a domestic corporation to a foreign eligible entity becomes effective, the converted entity is deemed to agree that it will promptly pay the amount, if any, to which shareholders who exercise appraisal rights in connection with the conversion are entitled under part 13 of this chapter. (c) Notwithstanding the provisions of section 30-22-406 (c) and (d), Idaho Code, and except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a foreign corporation or a domestic or foreign eligible entity, a shareholder or eligible interest holder who becomes subject to interest holder liability in respect of a domestic corporation or eligible entity as a result of the conversion shall have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective. (d) Except as otherwise provided in the organic law or the organic rules of the eligible entity, the interest holder liability of an interest holder in a converting eligible entity that converts to a domestic corporation who had interest holder liability in respect of such converting eligible entity before the conversion becomes effective shall be as follows: (1) The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective. (2) The provisions of the organic law of the eligible entity shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (1) of this subsection, as if the conversion had not occurred. (3) The eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by paragraph (1) of this subsection, as if the conversion had not occurred. (4) The eligible interest holder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective. [30-29-935, added 2019, ch. 90, sec. 113, p. 294.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH29PT9/Fetched: 10/20/2026