29-2305. Statement of interest exchange; effective date

A. A statement of interest exchange must be signed on behalf of a domestic acquired entity. The statement of interest exchange must be delivered for filing with the appropriate filing authority, if any, for the domestic acquired entity.

B. A statement of interest exchange must contain each of the following, if applicable:

1. The name and type of the domestic acquired entity.

2. The name, jurisdiction of organization and type of the acquiring entity.

3. With respect to the effective date and time of the interest exchange:

(a) If the domestic acquired entity is a domestic filing entity and if the statement of interest exchange is not to be effective on delivery to the appropriate filing authority, the later date and time on which it will become effective, which may not be more than ninety days after the date of its delivery to the appropriate filing authority.

(b) If the domestic acquired entity is not a domestic filing entity and if the statement of interest exchange is not to be effective on the signing of the statement of interest exchange, the later date and time on which it will become effective.

4. A statement that the plan of interest exchange was approved by the domestic acquired entity in accordance with this article.

5. Any amendment to the domestic acquired entity's public organizational document approved as part of the plan of interest exchange, as an attachment, and the attachment is deemed to be delivered to the appropriate filing authority for filing.

C. In addition to the requirements of subsection B of this section, a statement of interest exchange may contain any other provision not prohibited by law.

D. Any amendment attached under subsection B, paragraph 5 of this section:

1. Must satisfy the requirements of the laws of this state.

2. Is deemed to be signed by means of the signing of the statement of interest exchange.

3. May omit any provision that is not required to be included in a restatement of the public organizational document of the domestic acquired entity.

E. With respect to a plan of interest exchange that is signed on behalf of a domestic acquired entity and that meets all of the requirements of subsection B of this section:

1. If the domestic acquired entity is a domestic filing entity, and if the plan so provides, the plan may be delivered for filing with the appropriate filing authority instead of a statement of interest exchange and, on filing, has the same effect as a statement of interest exchange, in which case, all references in this chapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.

2. If the domestic acquired entity is not a domestic filing entity, and if the plan so provides, the plan has the same effect as a statement of interest exchange, in which case all references in this chapter to a statement of interest exchange refer to the plan of interest exchange.

F. With respect to the effective date and time of the interest exchange:

1. If the domestic acquired entity is a domestic filing entity, once a statement of interest exchange has been approved for filing by the appropriate filing authority, both the interest exchange and the statement of interest exchange are deemed to have become effective on the date and time of the delivery of the statement of interest exchange for filing with the appropriate filing authority or, if applicable, on the later date and time specified in the statement of interest exchange.

2. If the domestic acquired entity is not a domestic filing entity, both the interest exchange and the statement of interest exchange are effective on the signing of the statement of interest exchange or, if applicable, the later date and time specified in the statement of interest exchange.