Consolidation or share or equity capital exchange with foreign business

7-56-607. Consolidation or share or equity capital exchange with foreign business. (1) One or more domestic cooperatives may consolidate or enter into a share or equity capital exchange with one or more foreign entities if: (a) In a consolidation, the consolidation is permitted by the law of the jurisdiction under which each foreign entity is formed and each foreign entity complies with that law in effecting the consolidation; (b) In a share or equity capital exchange, the cooperative whose shares or equity will be acquired is a domestic or foreign cooperative, and if a share or equity capital exchange is permitted by the law of the jurisdiction under the law of which the acquiring entity is formed; (c) The foreign entity complies with the provisions of section 7-56-605 if it is the surviving or new entity in a consolidation or acquiring entity in a share or equity capital exchange; and (d) The foreign entity is the surviving entity in the consolidation or the acquiring entity of the share or equity capital exchange and it complies with section 7-56-605. (1.5) (Deleted by amendment, L. 2007, p. 222, � 8, effective May 29, 2007.) (2) Upon the consolidation or share or equity capital exchange taking effect, the surviving foreign entity of a consolidation and the acquiring foreign entity of a share or equity capital exchange: (a) Shall either: (I) Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of article 90 of this title, whether or not the foreign entity is otherwise subject to that part, to accept service in any proceeding based on a cause of action arising with respect to any domestic entity that is merged into the foreign entity or the ownership interests of which are acquired in a share or equity capital exchange; or (II) Be deemed to have authorized service of process on it in connection with any such proceeding by mailing in accordance with section 7-90-704 (2); and (b) Shall comply with part 8 of article 90 of this title if it is to transact business or conduct activities in this state. (3) (Deleted by amendment, L. 2004, p. 1417, � 58, effective July 1, 2004.) (4) Subsection (2) of this section does not prescribe the only means, or necessarily the required means, of serving a surviving foreign entity in a consolidation or an acquiring foreign entity in a share or equity capital exchange. (5) This section does not limit the power of a foreign entity to acquire all or part of the shares of one or more classes or series of a domestic cooperative through a voluntary exchange of shares or otherwise. Source: L. 96: Entire article R&RE, p. 516, � 1, effective July 1. L. 2002: (2)(a)(II) amended, p. 1819, � 28, effective July 1; (2)(a)(II) amended, p. 1683, sect; 26, effective October 1. L. 2003: (1)(a), (1)(b), and (2) amended, p. 2231, � 98, effective July 1, 2004. L. 2004: (1)(c), (1)(d), IP(2), (2)(a)(II), (3), and (4) amended and (1.5) added, p. 1417, � 58, effective July 1. L. 2006: (1)(d) amended, p. 1488, � 4, effective June 1. L. 2007: (1), (1.5), and (2)(a)(I) amended, p. 222, � 8, effective May 29. Editor's note: This section is similar to former �� 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.