30-18-403 APPROVAL OF PLAN OF CONVERSION. - Idaho Statutes

TITLE 30

CORPORATIONS

CHAPTER 18

IDAHO ENTITY TRANSACTIONS ACT

PART 4

CONVERSION

30-18-403. Approval of plan of conversion. (1) A plan of conversion is not effective unless it has been approved:

(a) By a domestic converting entity:

(i) In accordance with the requirements, if any, in its organic rules for approval of a conversion;

(ii) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

1. In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or

2. 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 conversion were that type of a merger; or

(iii) If neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (ii)2. of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(b) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:

(i) The organic rules of the entity provide in a record for the approval of a conversion 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 of the interest holders; and

(ii) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(2) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization.