(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.
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Terms Used In Idaho Code 30-22-205

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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. See Idaho Code 30-22-102
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Idaho Code 30-22-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication. See Idaho Code 30-22-102
  • Plan of merger: means a plan under section 30-22-202, Idaho Code. See Idaho Code 30-22-102
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories; and the words "United States" may include the District of Columbia and territories. See Idaho Code 73-114
  • Statement of merger: means a statement under section 30-22-205, Idaho Code. See Idaho Code 30-22-102
  • Surviving entity: means the entity that continues in existence after or is created by a merger under part 2 of this chapter. See Idaho Code 30-22-102
(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.