(a) A plan of interest exchange is not effective unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) If neither its organic law nor organic rules provide for approval of an interest exchange, 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 business corporation or a limited cooperative association, a merger, as if the interest exchange were a merger;
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or
(iii) In the case of a limited cooperative association, a transaction under this chapter; or
(C) 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 an interest exchange or merger; or
(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of an interest exchange or a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic acquired entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange 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 an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the 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) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.

Terms Used In Idaho Code 30-22-303

  • Acquired entity: means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange. See Idaho Code 30-22-102
  • 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. See Idaho Code 30-22-102
  • 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:
Idaho Code 30-22-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Interest exchange: means a transaction authorized by part 3 of this chapter. See Idaho Code 30-22-102
  • Interest holder liability: means :
    • Idaho Code 30-22-102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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. See Idaho Code 30-22-102
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication. See Idaho Code 30-22-102
    • (c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.