Idaho Code 30-29-924 – Effect of Domestication
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(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.
Terms Used In Idaho Code 30-29-924
- Appraisal: A determination of property value.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Domesticated corporation: means a domesticated entity that is a corporation. See Idaho Code 30-29-901
- Domesticating corporation: means a domesticating entity that is a corporation. See Idaho Code 30-29-901
- Domestication: is a s defined in section 30-22-102(a)(9), Idaho Code. See Idaho Code 30-29-901
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
(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.