Idaho Code § 30-22-204 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-204
30-22-204 AMENDMENT OR ABANDONMENT OF PLAN OF MERGER.
Status: in_force

PART 2

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.

History:

[30-22-204, added 2015, ch. 243, sec. 18, p. 791.]
Idaho Code § 30-29-823 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-823
30-29-823 WAIVER OF NOTICE.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-823. WAIVER OF NOTICE. (a) A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for filing by the corporation with the minutes or corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.

History:

[30-29-823, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 86, p. 274.]
Idaho Code § 30-29-143 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-143
30-29-143 QUALIFIED DIRECTOR.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-143. qualified director. (a) A "qualified director" is a director who, at the time action is to be taken under:

(1) Section 30-29-202(b)(6), Idaho Code, is not a director to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply or who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 30-29-744, Idaho Code, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;

(3) Section 30-29-853 or 30-29-855, Idaho Code, is not a party to the proceeding, is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under section 30-29-870, Idaho Code, which transaction or disclaimer is challenged in the proceeding, and does not have a material relationship with a director described in this subsection;

(4) Section 30-29-862, Idaho Code, is not a director as to whom the transaction is a director's conflicting interest transaction or who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or

(5) Section 30-29-870, Idaho Code, is not a director who pursues or takes advantage of the business opportunity, directly or indirectly through or on behalf of another person or has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly or indirectly through or on behalf of another person.

(b) For purposes of this section:

(1) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and

(2) "Material relationship" means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

(c) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:

(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person who has a material relationship with that director, acting alone or participating with others;

(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or

(3) With respect to action to be taken under section 30-29-744, Idaho Code, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.

History:

[30-29-143, added 2019, ch. 90, sec. 6, p. 232.]
Idaho Code § 30-22-305 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-305
30-22-305 STATEMENT OF INTEREST EXCHANGE — EFFECTIVE DATE OF INTEREST EXCHANGE.
Status: in_force

PART 3

INTEREST EXCHANGE

30-22-305. STATEMENT OF INTEREST EXCHANGE — EFFECTIVE DATE of interest exchange. (a) A statement of interest exchange must be signed by a domestic acquired entity and delivered to the secretary of state for filing.

(b) A statement of interest exchange must contain:

(1) The name and type of entity of the acquired entity;

(2) The name, jurisdiction of formation, and type of entity of the acquiring entity;

(3) If the statement of interest exchange 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 plan of interest exchange was approved by the acquired entity in accordance with this part; and

(5) Any amendments to the acquired entity's public organic record, if any, approved as part of the plan of interest exchange.

(c) In addition to the requirements of subsection (b) of this section, a statement of interest exchange may contain any other provision not prohibited by law.

(d) A plan of interest exchange that is signed by a domestic acquired entity 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 interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.

(e) A statement of interest exchange becomes effective on the date and time of filing or the later date and time specified in the statement of interest exchange.

(f) An interest exchange in which the acquired entity is a domestic entity is effective when the statement of interest exchange is effective.

History:

[30-22-305, added 2015, ch. 243, sec. 19, p. 796.]
Idaho Code § 30-30-201 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-201
30-30-201 INCORPORATORS.
Status: in_force

PART 2

INCORPORATION

30-30-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

History:

[30-30-201, added 2015, ch. 243, sec. 75, p. 971.]
Idaho Code § 30-1603 — Idaho Code / Title 30 / Chapter 16 / Section 30-1603
30-1603 APPLICATION.
Status: in_force

30-1603. Application. (1) The provisions of this chapter shall not apply to a control share acquisition if:

(a) The acquiring person was an acquiring person on, or became an acquiring person pursuant to a tender offer commenced prior to, the day following the effective date of this act, and remained such;

(b) The original articles or bylaws of the issuing public corporation contain a provision expressly electing not to be subject to this chapter;

(c) The issuing public corporation, by action of its board of directors, adopts an amendment to its bylaws expressly electing not to be subject to this chapter; or

(d) The issuing public corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws approved by the shareholders holding sixty-six and two-thirds per cent (66 2/3%) of the outstanding voting power of all shares entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, under which the issuing public corporation by such shareholder action expressly elects not to be subject to this chapter, and such amendment provides that it is not to be effective until eighteen (18) months after the effective date of this chapter.

(2) The shares of an issuing public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of voting power of any of the ranges specified in section 30-1604(1)(d), Idaho Code, have only the voting rights accorded them pursuant to section 30-1607, Idaho Code, and then only as provided in such section, and will not otherwise have any voting rights regardless of the terms thereof.

(3) This chapter does not apply to insurance companies regulated under Title 41, Idaho Code.

History:

[30-1603, added 1988, ch. 84, sec. 2, p. 153.]
Idaho Code § 30-23-905 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-905
30-23-905 JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.
Status: in_force

PART 9

LIMITED LIABILITY PARTNERSHIP

30-23-905. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT. (a) If the secretary of state denies a partnership's application for reinstatement following administrative revocation of the partnership's statement of qualification, the secretary of state shall serve the partnership with notice in a record that explains the reasons for the denial.

(b) Within thirty (30) days after service of a notice of denial of reinstatement under subsection (a) of this section, a partnership may appeal from the denial by petitioning the district court of Ada county to set aside the revocation. The petition must be served on the secretary of state and contain a copy of the secretary of state's notice of revocation, the company's application for reinstatement, and the secretary of state's notice of denial.

(c) The district court may, if grounds exist, order the secretary of state to reinstate a partnership or take other action the court considers appropriate.

History:

[30-23-905, added 2015, ch. 243, sec. 31, p. 837.]
Idaho Code § 30-29-626 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-626
30-29-626 SHARES WITHOUT CERTIFICATES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-626. SHARES WITHOUT CERTIFICATES. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by section 30-29-625(b) and (c), Idaho Code, and, if applicable, section 30-29-627, Idaho Code.

History:

[30-29-626, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 37, p. 249.]
Idaho Code § 30-30-408 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-408
30-30-408 RESIGNATION.
Status: in_force

PART 4

MEMBERSHIP

30-30-408. Resignation. (1) A member may resign at any time. A person ceases to be a stockholder only when that person's shares of stock have all been disposed of.

(2) The resignation of a member, or the disposal of all stock of a stockholder, does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

(3) The provisions of title 42, Idaho Code, shall also apply to all resignations pursuant to this section if a company or corporation is regulated or governed pursuant to that title.

History:

[30-30-408, added 2015, ch. 243, sec. 77, p. 976.]
Idaho Code § 30-30-1103 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1103
30-30-1103 SCOPE OF INSPECTION RIGHTS.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1103. Scope of inspection rights. (1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(2) The right to copy records under section 30-30-1102, Idaho Code, includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(4) The corporation may comply with a member's demand to inspect the record of members under section 30-30-1102(2)(c), Idaho Code, by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

History:

[30-30-1103, added 2015, ch. 243, sec. 84, p. 1005.]
Idaho Code § 30-29-705 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-705
30-29-705 NOTICE OF MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-705. NOTICE OF MEETING. (a) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to section 30-29-709, Idaho Code, for holders of any class or series of shares, the notice to the holders of such class or series of shares must describe the means of remote communication to be used. The notice must include the record date for determining the shareholders entitled to vote at the meeting if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.

(b) Unless this chapter or the articles of incorporation require otherwise, the notice of an annual meeting of shareholders need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under section 30-29-703 or 30-29-707, Idaho Code, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 30-29-707, Idaho Code, however, notice of the adjourned meeting shall be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

History:

[30-29-705, added 2015, ch. 243, sec. 62, p. 918; am. 2019, ch. 90, sec. 47, p. 255.]
Idaho Code § 30-23-403 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-403
30-23-403 FORM OF CONTRIBUTION.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-403. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

History:

[30-23-403, added 2015, ch. 243, sec. 26, p. 819.]
Idaho Code § 30-29-1107 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1107
30-29-1107 EFFECT OF MERGER OR SHARE EXCHANGE.
Status: in_force

PART 11

MERGERS AND SHARE EXCHANGES

30-29-1107. effect of merger or share exchange. (a) Notwithstanding the provisions of sections 30-22-206(c) and (d) and 30-22-306(c) and (d), Idaho Code, and except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law governing or organic rules of a foreign corporation or a domestic or foreign eligible entity, the effect of a merger or share exchange on interest holder liability is as follows:

(1) A person who becomes subject to new interest holder liability in respect of an entity as a result of a merger or share exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or share exchange becomes effective.

(2) If a person had interest holder liability with respect to a party to the merger or the acquired entity before the merger or share exchange becomes effective with respect to shares or eligible interests of such party or acquired entity that were exchanged in the merger or share exchange; were canceled in the merger; or the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:

(i) The merger or share exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or share exchange becomes effective.

(ii) The provisions of the organic law governing any entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subparagraph (i) of this paragraph, as if the merger or share exchange had not occurred.

(iii) The person shall have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subparagraph (i) of this paragraph, as if the merger or share exchange had not occurred.

(iv) The person 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 merger or share exchange becomes effective.

(3) If a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the survivor by reason of owning the same shares or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.

(4) A share exchange has no effect on interest holder liability related to shares or eligible interests of the acquired entity that were not exchanged in the share exchange.

(b) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to agree that it will promptly pay the amount, if any, to which shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights are entitled under part 13 of this chapter.

History:

[30-29-1107, added 2019, ch. 90, sec. 129, p. 305.]
Idaho Code § 30-14-603 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-603
30-14-603 CIVIL ENFORCEMENT.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-603. Civil enforcement. (a) Civil action instituted by administrator. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this chapter or a rule adopted or an order issued under this chapter, the administrator may maintain an action in any court of competent jurisdiction to enjoin the act, practice, or course of business and to enforce compliance with this chapter or a rule adopted or an order issued under this chapter.

(b) Relief available. In an action under this section and on a proper showing, the court may:

(1) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(2) Order other appropriate or ancillary relief, which may include:

(A) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the administrator, for the defendant or the defendant's assets;

(B) Ordering the administrator to take charge and control of a defendant's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;

(C) Imposing a civil penalty not to exceed ten thousand dollars ($10,000) for each violation; an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act; and

(D) Ordering the payment of prejudgment and postjudgment interest; or

(3) Order such other relief as the court considers appropriate.

(c) No bond required. The administrator shall not be required to post a bond in an action or proceeding under this chapter.

(d) Statute of limitation. If the administrator brings a civil action under this section, such action must be instituted within three (3) years from the discovery by the administrator of the facts constituting the alleged violation.

History:

[30-14-603, added 2004, ch. 45, sec. 2, p. 218; am. 2012, ch. 65, sec. 8, p. 186.]
Idaho Code § 30-29-1602 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1602
30-29-1602 INSPECTION RIGHTS OF SHAREHOLDERS.
Status: in_force

PART 16

RECORDS AND REPORTS

30-29-1602. INSPECTION rights OF SHAREHOLDERS. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 30-29-1601(a), Idaho Code, excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation's board of directors and board committees established under section 30-29-825, Idaho Code, if the shareholder gives the corporation a signed written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation a signed written notice of the shareholder's demand at least five (5) days before the date on which the shareholder wishes to inspect and copy:

(1) The financial statements of the corporation maintained in accordance with section 30-29-1601(b), Idaho Code;

(2) Accounting records of the corporation;

(3) Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by the corporation's board of directors and board committees maintained in accordance with section 30-29-1601(a), Idaho Code; and

(4) The record of shareholders maintained in accordance with section 30-29-1601(d), Idaho Code.

(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:

(1) The shareholder's demand is made in good faith and for a proper purpose;

(2) The shareholder's demand describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

(3) The records are directly connected with the shareholder's purpose.

(d) The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of records described in subsection (b) of this section.

(e) For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.

(f) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

(g) This section does not affect:

(1) The right of a shareholder to inspect records under section 30-29-720, Idaho Code, or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(2) The power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in section 30-29-1604(c), Idaho Code, provided that, in the case of production of records described in subsection (b) of this section at the request of a shareholder, the shareholder has met the requirements of subsection (c) of this section.

(h) For purposes of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

History:

[30-29-1602, added 2015, ch. 243, sec. 71, p. 964; am. 2019, ch. 90, sec. 160, p. 329.]
Idaho Code § 30-24-504 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-504
30-24-504 LIMITATIONS ON DISTRIBUTIONS.
Status: in_force

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

30-24-504. LIMITATIONS ON DISTRIBUTIONS. (a) A limited partnership may not make a distribution, including a distribution under section 30-24-810, Idaho Code, if after the distribution:

(1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or

(2) The partnership's total assets would be less than the sum of its total liabilities plus, the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution.

(b) A limited partnership may base a determination that a distribution is not prohibited under subsection (a) of this section on:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:

(1) In the case of distribution as defined in section 30-24-102(4)(A), Idaho Code, as of the earlier of:

(A) The date money or other property is transferred or debt is incurred by the limited partnership; or

(B) The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of the date:

(A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or

(B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.

(d) A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

(e) A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

(f) In measuring the effect of a distribution under section 30-24-810, Idaho Code, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under section 30-24-806, 30-24-807 or 30-24-808, Idaho Code.

History:

[30-24-504, added 2015, ch. 243, sec. 37, p. 855.]
Idaho Code § 30-24-901 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-901
30-24-901 DIRECT ACTION BY PARTNER.
Status: in_force

PART 9

ACTIONS BY PARTNERS

30-24-901. DIRECT ACTION BY PARTNER. (a) Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this act or arising independently of the partnership relationship.

(b) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

(c) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

History:

[30-24-901, added 2015, ch. 243, sec. 41, p. 869.]
Idaho Code § 30-21-103 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-103
30-21-103 APPLICABILITY OF PART.
Status: in_force

PART 1

PRELIMINARY PROVISIONS

30-21-103. APPLICABILITY OF PART. This part applies to an entity formed under or subject to this act.

History:

[30-21-103, added 2015, ch. 243, sec. 7, p. 763.]
Idaho Code § 30-30-405 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-405
30-30-405 TRANSFERS.
Status: in_force

PART 4

MEMBERSHIP

30-30-405. Transfers. Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.

History:

[30-30-405, added 2015, ch. 243, sec. 77, p. 976.]
Idaho Code § 30-24-905 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-905
30-24-905 SPECIAL LITIGATION COMMITTEE.
Status: in_force

PART 9

ACTIONS BY PARTNERS

30-24-905. SPECIAL LITIGATION COMMITTEE. (a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:

(1) Enforcing a person's right to information under section 30-24-304 or 30-24-407, Idaho Code; or

(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.

(c) A special litigation committee may be appointed:

(1) By a majority of the general partners not named as parties in the proceeding; or

(2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:

(1) Continue under the control of the plaintiff;

(2) Continue under the control of the committee;

(3) Be settled on terms approved by the committee; or

(4) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.

History:

[30-24-905, added 2015, ch. 243, sec. 41, p. 870.]
Idaho Code § 30-14-606 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-606
30-14-606 ADMINISTRATIVE FILES AND OPINIONS.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-606. Administrative files and opinions. (a) Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this chapter or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or the predecessor act; and interpretative opinions or no action determinations issued under this chapter.

(b) Public availability. The administrator shall make all rules, forms, interpretative opinions, and orders available to the public.

(c) Copies of public records. The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this chapter may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the administrator of a record's nonexistence is prima facie evidence of a record or its nonexistence.

History:

[30-14-606, added 2004, ch. 45, sec. 2, p. 221.]
Idaho Code § 30-29-853 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-853
30-29-853 ADVANCE FOR EXPENSES.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-853. advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under section 30-29-852, Idaho Code; and it is ultimately determined under section 30-29-854 or 30-29-855, Idaho Code, that the director is not entitled to indemnification.

(b) The undertaking required by subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(1) By the board of directors:

(i) If there are two (2) or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members of a committee consisting solely of two (2) or more qualified directors appointed by such a vote; or

(ii) If there are fewer than two (2) qualified directors, by the vote necessary for action by the board of directors in accordance with section 30-29-824(c), Idaho Code, in which authorization directors who are qualified directors may participate; or

(2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.

History:

[30-29-853, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 101, p. 282.]
Idaho Code § 30-22-505 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-505
30-22-505 STATEMENT OF DOMESTICATION — EFFECTIVE DATE OF DOMESTICATION.
Status: in_force

PART 5

DOMESTICATION

30-22-505. STATEMENT OF DOMESTICATION — EFFECTIVE DATE of domestication. (a) A statement of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.

(b) A statement of domestication must contain:

(1) The name, jurisdiction of formation, and type of entity of the domesticating entity;

(2) The name and jurisdiction of formation of the domesticated entity;

(3) If the statement of domestication 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) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;

(5) If the domesticated entity is a domestic filing entity, its public organic record, as an attachment;

(6) If the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and

(7) If the domesticated 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 domestication may contain any other provision not prohibited by law.

(d) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but 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 domestication that is signed by a domesticating domestic entity 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 domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection.

(f) A statement of domestication is effective on the date and time of filing or the later date and time specified in the statement of domestication.

(g) A domestication in which the domesticated entity is a domestic entity is effective when the statement of domestication is effective. A domestication in which the domesticated entity is a foreign entity is effective on the later of:

(1) The date and time provided by the organic law of the domesticated entity; or

(2) When the statement is effective.

History:

[30-22-505, added 2015, ch. 243, sec. 21, p. 804.]
Idaho Code § 30-21-808 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-808
30-21-808 AMENDMENT OF CERTIFICATE.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-808. AMENDMENT OF CERTIFICATE. (a) If the identity or business address of any person who has a financial or control interest in the business transacted under the assumed business name changes, or if the certificate of assumed business name becomes materially misleading in any other way, the person who transacts that business shall, within ninety (90) days thereafter, file with the secretary of state a certificate of amendment to the certificate of assumed business name in a form prescribed by the secretary of state. The form may be in any medium permitted by the secretary of state.

(b) The certificate of amendment shall specify how the certificate of assumed business name is to be amended and shall be executed in the same manner as required for a certificate of assumed business name.

History:

[30-21-808, added 2015, ch. 243, sec. 14, p. 784.]
Idaho Code § 30-25-404 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-404
30-25-404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.
Status: in_force

PART 4

RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

30-25-404. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 30-25-502, Idaho Code, or charging order in effect under section 30-25-503, Idaho Code.

(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 30-25-707(d), Idaho Code, a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.

History:

[30-25-404, added 2015, ch. 243, sec. 46, p. 881.]
Idaho Code § 30-29-724 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-724
30-29-724 ACCEPTANCE OF VOTES AND OTHER INSTRUMENTS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-724. ACCEPTANCE OF VOTES and other instruments. (a) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder.

(b) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder if:

(1) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;

(3) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;

(4) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment; or

(5) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The corporation is entitled to reject a vote, ballot, consent, waiver, shareholder demand, or proxy appointment if the person authorized to accept or reject such instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(d) Neither the corporation or any person authorized by it, nor an inspector of election appointed under section 30-29-729, Idaho Code, that accepts or rejects a vote, ballot, consent, waiver, shareholder demand, or proxy appointment in good faith and in accordance with the standards of this section or section 30-29-722(b), Idaho Code, is liable in damages to the shareholder for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, shareholder demand, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(f) If an inspector of election has been appointed under section 30-29-729, Idaho Code, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c) of this section. Any determination made by the inspector of election under those subsections is controlling.

History:

[30-29-724, added 2015, ch. 243, sec. 62, p. 921; am. 2019, ch. 90, sec. 56, p. 260.]
Idaho Code § 30-30-706 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-706
30-30-706 RESTATED ARTICLES OF INCORPORATION.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-706. Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(2) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 30-30-703, Idaho Code.

(3) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 30-30-703, Idaho Code.

(7) If the restatement includes an amendment requiring approval pursuant to section 30-30-801, Idaho Code, the board must submit the restatement for such approval.

(8) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(a) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 30-30-705, Idaho Code; and

(c) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 30-30-801, Idaho Code, a statement that such approval was obtained.

(9) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(10) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect.

History:

[30-30-706, added 2015, ch. 243, sec. 80, p. 995.]
Idaho Code § 30-27-112 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-112
30-27-112 ACTION OR PROCEEDING NOT ABATED BY CHANGE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-112. ACTION OR PROCEEDING NOT ABATED BY CHANGE. An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.

History:

[30-27-112, added 2015, ch. 243, sec. 53, p. 899.]
Idaho Code § 30-29-809 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-809
30-29-809 REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-809. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (a) The Idaho district court of the county where a corporation's principal office is located, or, if none in this state, Ada county, may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:

(1) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and

(2) Considering the director's course of conduct and the inadequacy of other available remedies, removal, or other such relief would be in the best interest of the corporation.

(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 30-29-740 through 30-29-747, Idaho Code, except section 30-29-741(a), Idaho Code.

History:

[30-29-809, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 81, p. 273.]
Idaho Code § 30-22-304 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-304
30-22-304 AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE.
Status: in_force

PART 3

INTEREST EXCHANGE

30-22-304. AMENDMENT OR ABANDONMENT OF PLAN OF INTEREST EXCHANGE. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.

(b) A domestic acquired entity may approve an amendment of a plan of interest exchange:

(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 interest exchange 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 any of the interest holders of the acquired entity under the plan;

(B) The public organic record, if any, or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired 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 interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired entity may abandon the plan in the same manner as the plan was approved.

(d) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired entity, must be delivered to the secretary of state for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:

(1) The name of the acquired entity;

(2) The date on which the statement of interest exchange was filed by the secretary of state; and

(3) A statement that the interest exchange has been abandoned in accordance with this section.

History:

[30-22-304, added 2015, ch. 243, sec. 19, p. 795.]
Idaho Code § 30-30-504 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-504
30-30-504 ACTION BY WRITTEN CONSENT.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-504. Action by written consent. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(2) If not otherwise determined under section 30-30-503 or 30-30-507, Idaho Code, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.

(4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.

History:

[30-30-504, added 2015, ch. 243, sec. 78, p. 979.]
Idaho Code § 30-29-935 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-935
30-29-935 EFFECT OF CONVERSION.
Status: in_force

PART 9

DOMESTICATION AND 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.

History:

[30-29-935, added 2019, ch. 90, sec. 113, p. 294.]