30-29-924. EFFECT OF DOMESTICATION. (a) When a domestication becomes effective, the domesticated corporation is deemed to have been incorporated on the date the domesticating corporation was originally incorporated.
(b) When a domestication of a domestic corporation into a foreign jurisdiction becomes effective, the domesticated corporation is deemed to agree that it will promptly pay the amount, if any, to which shareholders who exercise appraisal rights in connection with the domestication are entitled under part 13 of this chapter.
(c) Notwithstanding the provisions of section 30-22-506(c) and (d), Idaho Code, except as otherwise provided in the organic law or organic rules of a domesticating foreign corporation, the interest holder liability of a shareholder in a foreign corporation that is domesticated into this state who had interest holder liability in respect of such domesticating corporation before the domestication becomes effective shall be as follows:
(1) The domestication does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the domestication becomes effective.
(2) The provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
(3) The shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by paragraph (1) of this subsection, as if the domestication had not occurred.
(4) The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that are incurred after the domestication becomes effective.
(d) Notwithstanding the provisions of section 30-22-506(c) and (d), Idaho Code, a shareholder who becomes subject to interest holder liability in respect of the domesticated corporation as a result of the domestication shall have such interest holder liability only in respect of interest holder liabilities that arise after the domestication becomes effective.
History:
[30-29-924, added 2019, ch. 90, sec. 113, p. 292.]
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