Idaho Model Entity Transactions Act - Overview

In 2015, the Idaho legislature adopted the Idaho Model Entity Transactions Act ("MET Act"). I.C. § 30-22-101

The MET Act governs mergers, interest exchanges, conversions and domestications. The MET Act applies to almost every Idaho entity. I.C. § 30-22-102(b)(3).

Because the MET Act is intended to govern many different types of entities (corporations, limited liability companies, limited partnerships, etc.), it introduces us to a number of unique definitions. All the definitions are set out in Idaho Code § 30-22-102. I.C. § 30-22-102

For example, "interest" refers to ownership in the entity. I.C. § 30-22-102(b)(8). The person who holds ownership in the entity is referred to as an "interest holder." I.C. § 30-22-102(b)(9). By way of example:

  •  a corporation is an entity;
  • a share of a corporation is an interest; and
  • a shareholder would be a interest holder. 

"Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. I.C. § 30-21-102(33). "Organic rules" means the public organic record and private organic rules of an entity. I.C. § 30-21-102(34).  Examples of the "private organic rules" are the bylaws, operating agreement, or partnership agreement. I.C. § 30-21-102(37). Examples of "public organic records" are the articles of incorporation, certificate of organization, certificate of limited partnership, or certificate of trust. I.C. § 30-21-102(42).

More information about the different types of transactions governed by the MET Act can be accessed by clicking below.