30-22-102. DEFINITIONS. (a) As used in this chapter:

(1) "Acquired entity" means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange.

(2) "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.

(3) "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:

(A) Propose a transaction subject to this part;

(B) Adopt and approve the terms and conditions of the transaction; and

(C) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

(4) "Conversion" means a transaction authorized by part 4 of this chapter.

(5) "Converted entity" means the converting entity as it continues in existence after a conversion.

(6) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 30-22-403, Idaho Code, or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.

(7) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

(8) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 30-22-503, Idaho Code, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.

(9) "Domestication" means a transaction authorized by part 5 of this chapter.

(10) "Interest exchange" means a transaction authorized by part 3 of this chapter.

(11) "Interest holder liability" means:

(A) Personal liability for a liability of an entity which is imposed on a person:

(i) Solely by reason of the status of the person as an interest holder; or

(ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(12) "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.

(13) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(14) "Plan" means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication.

(15) "Plan of conversion" means a plan under section 30-22-402, Idaho Code.

(16) "Plan of domestication" means a plan under section 30-22-502, Idaho Code.

(17) "Plan of interest exchange" means a plan under section 30-22-302, Idaho Code.

(18) "Plan of merger" means a plan under section 30-22-202, Idaho Code.

(19) "Protected agreement" means:

(A) A record evidencing indebtedness and any related agreement in effect on July 1, 2007;

(B) An agreement that is binding on an entity on July 1, 2007;

(C) The organic rules of an entity in effect on July 1, 2007; or

(D) An agreement that is binding on any of the governors or interest holders of an entity on July 1, 2007.

(20) "Statement of conversion" means a statement under section 30-22-405, Idaho Code.

(21) "Statement of domestication" means a statement under section 30-22-505, Idaho Code.

(22) "Statement of interest exchange" means a statement under section 30-22-305, Idaho Code.

(23) "Statement of merger" means a statement under section 30-22-205, Idaho Code.

(24) "Surviving entity" means the entity that continues in existence after or is created by a merger under part 2 of this chapter.

(b) The following definitions outside this chapter apply to this chapter:

(1) "Distributional interest" – section 30-21-102(8), Idaho Code.

(2) "Domestic" – section 30-21-102(9), Idaho Code.

(3) "Entity" – section 30-21-102(11), Idaho Code.

(4) "Filing entity" – section 30-21-102(14), Idaho Code.

(5) "Foreign" – section 30-21-102(15), Idaho Code.

(6) "Governance interest" – section 30-21-102(18), Idaho Code.

(7) "Governor" – section 30-21-102(19), Idaho Code.

(8) "Interest" – section 30-21-102(20), Idaho Code.

(9) "Interest holder" – section 30-21-102(21), Idaho Code.

(10) "Jurisdiction" – section 30-21-102(22), Idaho Code.

(11) "Jurisdiction of formation" – section 30-21-102(23), Idaho Code.

(12) "Organic law" – section 30-21-102(33), Idaho Code.

(13) "Organic rules" – section 30-21-102(34), Idaho Code.

(14) "Person" – section 30-21-102(35), Idaho Code.

(15) "Private organic rules" – section 30-21-102(37), Idaho Code.

(16) "Property" – section 30-21-102(41), Idaho Code.

(17) "Public organic record" – section 30-21-102(42), Idaho Code.

(18) "Record" – section 30-21-102(44), Idaho Code.

(19) "Registered foreign entity" – section 30-21-102(46), Idaho Code.

(20) "Sign" – section 30-21-102(47), Idaho Code.

(21) "State" – section 30-21-102(48), Idaho Code.

(22) "Transfer" – section 30-21-102(50), Idaho Code.

(23) "Type of entity" – section 30-21-102(51), Idaho Code.

History:

[30-22-102, added 2015, ch. 243, sec. 17, p. 786.]