reglab/housing_qa huggingface dataset:
ID Code § 30-22-101 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-101 - SHORT TITLE.

30-22-101. SHORT TITLE. This chapter may be cited as the "Idaho Model Entity Transactions Act."  History: [30-22-101, added 2015, ch. 243, sec. 17, p. 786.]
ID Code § 30-22-103 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-103 - RELATIONSHIP OF CHAPTER TO OTHER LAWS.

30-22-103. RELATIONSHIP OF CHAPTER TO OTHER LAWS. (a) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. (b) A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless: (1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or (2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty or obligation directly under the law.  History: [30-22-103, added 2015, ch. 243, sec. 17, p. 788.]
ID Code § 30-22-104 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-104 - REQUIRED NOTICE OR APPROVAL.

30-22-104. REQUIRED NOTICE OR APPROVAL. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state before engaging in a merger transaction of a type covered by this chapter must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication. (b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property. (c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. (d) A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.  History: [30-22-104, added 2015, ch. 243, sec. 17, p. 788.]
ID Code § 30-22-105 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-105 - STATUS OF FILINGS.

30-22-105. STATUS OF FILINGS. A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.  History: [30-22-105, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-106 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-106 - NONEXCLUSIVITY.

30-22-106. NONEXCLUSIVITY. The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.  History: [30-22-106, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-107 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-107 - REFERENCE TO EXTERNAL FACTS.

30-22-107. REFERENCE TO EXTERNAL FACTS. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.  History: [30-22-107, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-108 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-108 - ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS.

30-22-108. ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.  History: [30-22-108, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-109 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-109 - APPRAISAL RIGHTS.

30-22-109. APPRAISAL RIGHTS. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless: (1) The organic law permits the organic rules to limit the availability of appraisal rights; and (2) The organic rules provide such a limit. (b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in: (1) The entity’s organic rules; (2) The plan; or (3) The case of a business corporation by action of its governors. (c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30, Idaho Code, applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.  History: [30-22-109, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-110 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 1 - GENERAL PROVISIONS|Section 30-22-110 - CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS.

30-22-110. CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS. (a) In the event of any conflict between the provisions of this chapter and the provisions of the following laws, the following laws shall control: (1) The Idaho bank act, as defined in section 26-101, Idaho Code; (2) The Idaho credit union act, chapter 21, title 26, Idaho Code; (3) Chapters 28, 32, 34, 38 and 48, title 41, Idaho Code; (4) The business and industrial development corporation act, chapter 27, title 26, Idaho Code. (b) This chapter may not be used to effect a transaction that results in a domestic entity of a type that cannot be formed by the filing of a public organic record with the secretary of state, except for a general partnership and an unincorporated nonprofit association.  History: [30-22-110, added 2015, ch. 243, sec. 17, p. 789.]
ID Code § 30-22-201 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 2 - MERGER|Section 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.  History: [30-22-201, added 2015, ch. 243, sec. 18, p. 790.]
ID Code § 30-22-202 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 2 - MERGER|Section 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.  History: [30-22-202, added 2015, ch. 243, sec. 18, p. 790.]
ID Code § 30-22-203 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 2 - MERGER|Section 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.  History: [30-22-203, added 2015, ch. 243, sec. 18, p. 790.]
ID Code § 30-22-204 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 2 - MERGER|Section 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.  History: [30-22-204, added 2015, ch. 243, sec. 18, p. 791.]
ID Code § 30-22-205 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 2 - MERGER|Section 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.  History: [30-22-205, added 2015, ch. 243, sec. 18, p. 792.]
ID Code § 30-22-301 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 3 - INTEREST EXCHANGE|Section 30-22-301 - INTEREST EXCHANGE AUTHORIZED.

30-22-301. INTEREST EXCHANGE AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part: (1) A domestic entity may acquire all of one (1) or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (2) All of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. (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 the acquiring or acquired entity in an interest exchange under this part if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2007.  History: [30-22-301, added 2015, ch. 243, sec. 19, p. 794.]
ID Code § 30-22-302 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 3 - INTEREST EXCHANGE|Section 30-22-302 - PLAN OF INTEREST EXCHANGE.

30-22-302. PLAN OF INTEREST EXCHANGE. (a) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and 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) The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) Any proposed amendments to: (A) The public organic record, if any, of the acquired entity; and (B) The private organic rules of the acquired entity that are, or are proposed to be, in a record; (5) The other terms and conditions of the interest exchange; and (6) Any other provision required by the law of this state or the organic rules of the acquired entity. (b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.  History: [30-22-302, added 2015, ch. 243, sec. 19, p. 794.]
ID Code § 30-22-303 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 22 - ENTITY TRANSACTIONS|Part 3 - INTEREST EXCHANGE|Section 30-22-303 - APPROVAL OF INTEREST EXCHANGE.

30-22-303. APPROVAL OF INTEREST EXCHANGE. (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. (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.  History: [30-22-303, added 2015, ch. 243, sec. 19, p. 795.]