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.]
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