Print Friendly HOUSE BILL NO. 531 – Corporatn, annual rpt, voting
HOUSE BILL NO. 531
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CORPORATIONS - Amends and adds to existing law to specify the persons
authorized to execute the annual report and to provide the voting
entitlement of shares of common stock.
01/28 House intro - 1st rdg - to printing
01/29 Rpt prt - to Bus
02/10 Rpt out - rec d/p - to 2nd rdg
02/11 2nd rdg - to 3rd rdg
02/16 3rd rdg - PASSED - 67-0-3
AYES -- Alltus, Barraclough, Bell, Bieter, Bivens, Black(15),
Black(23), Boe, Bruneel, Callister, Campbell, Chase, Clark, Crane,
Crow, Cuddy, Deal, Denney, Ellsworth, Field(13), Field(20), Gagner,
Geddes, Gould, Hadley, Hansen, Henbest, Hornbeck, Jaquet, Jones(9),
Jones(22), Jones(20), Judd, Kellogg, Kempton, Kendell, Kjellander,
Kunz, Lake, Linford, Loertscher, Mader, Marley, McKague, Meyer,
Miller, Mortensen, Newcomb, Pischner, Reynolds, Richman, Ridinger,
Robison, Sali, Schaefer, Stevenson, Stoicheff, Stubbs, Taylor,
Tilman, Tippets, Trail, Watson, Wheeler, Wood, Zimmermann, Mr Speaker
NAYS -- None
Absent and excused -- Barrett, Pomeroy, Stone
Floor Sponsor - Kjellander
Title apvd - to Senate
02/17 Senate intro - 1st rdg - to Com/HuRes
03/06 Rpt out - rec d/p - to 2nd rdg
03/09 2nd rdg - to 3rd rdg
03/17 3rd rdg - PASSED - 32-0-3
AYES--Andreason, Boatright, Branch, Bunderson, Burtenshaw, Cameron,
Crow, Danielson, Darrington, Deide, Dunklin, Frasure, Geddes,
Hawkins, Ingram, Keough, King, Lee, McLaughlin, Noh, Parry,
Richardson, Risch, Sandy, Schroeder, Sorensen, Stennett, Sweeney,
Thorne, Twiggs, Wheeler, Whitworth
Absent and excused--Hansen, Ipsen, Riggs
Floor Sponsor - Risch
Title apvd - to House
03/18 To enrol
03/18 Rpt enrol - Sp signed
03/19 Pres signed - to Governor
03/20 Governor signed
Session Law Chapter 222
|||| LEGISLATURE OF THE STATE OF IDAHO ||||
Fifty-fourth Legislature Second Regular Session - 1998
IN THE HOUSE OF REPRESENTATIVES
HOUSE BILL NO. 531
BY BUSINESS COMMITTEE
1 AN ACT
2 RELATING TO THE IDAHO BUSINESS CORPORATION ACT; AMENDING SECTION 30-1-120,
3 IDAHO CODE, TO PROVIDE AN EXCEPTION TO THE PERSONS AUTHORIZED TO EXECUTE A
4 DOCUMENT; AMENDING PART 7, CHAPTER 1, TITLE 30, IDAHO CODE, BY THE ADDI-
5 TION OF A NEW SECTION 30-1-721, IDAHO CODE, TO PROVIDE THE VOTING ENTITLE-
6 MENT OF SHARES OF COMMON STOCK; AND AMENDING SECTION 30-1-1622, IDAHO
7 CODE, TO PROVIDE THAT THE FORM OF THE ANNUAL REPORT SHALL BE PRESCRIBED BY
8 THE SECRETARY OF STATE AND TO SPECIFY THE PERSONS AUTHORIZED TO EXECUTE
9 THE ANNUAL REPORT.
10 Be It Enacted by the Legislature of the State of Idaho:
11 SECTION 1. That Section 30-1-120, Idaho Code, be, and the same is hereby
12 amended to read as follows:
13 30-1-120. FILING REQUIREMENTS. (1) A document must satisfy the require-
14 ments of this section, and of any other section that adds to or varies these
15 requirements, to be entitled to filing by the secretary of state.
16 (2) This chapter must require or permit filing the document in the office
17 of the secretary of state.
18 (3) The document must contain the information required by this chapter.
19 It may contain other information as well.
20 (4) The document must be typewritten or printed or, if electronically
21 transmitted, it must be in a format that can be retrieved or reproduced in
22 typewritten or printed form.
23 (5) The document must be in the English language. A corporate name need
24 not be in English if written in English letters or Arabic or Roman numerals,
25 and the certificate of existence required of foreign corporations need not be
26 in English if accompanied by a reasonably authenticated English translation.
27 (6) Except as otherwise permitted by section 30-1-1622, Idaho Code,
28 t T he document must be executed:
29 (a) By the chairman of the board of directors of a domestic or foreign
30 corporation, by its president, or by another of its officers;
31 (b) If directors have not been selected or the corporation has not been
32 formed, by an incorporator; or
33 (c) If the corporation is in the hands of a receiver, trustee or other
34 court-appointed fiduciary, by that fiduciary.
35 (7) The person executing the document shall sign it and state beneath or
36 opposite his signature his name and the capacity in which he signs. The docu-
37 ment may but need not contain a corporate seal, attestation, acknowledgment or
39 (8) If the secretary of state has prescribed a mandatory form for the
40 document under section 30-1-121, Idaho Code, the document must be in or on the
41 prescribed form.
42 (9) The document must be delivered to the office of the secretary of
43 state for filing. Delivery may be made by electronic transmission if and to
1 the extent permitted by the secretary of state. If it is filed in typewritten
2 or printed form and not transmitted electronically, the secretary of state may
3 require one (1) exact or conformed copy to be delivered with the document,
4 except as provided in sections 30-1-503 and 30-1-1509, Idaho Code.
5 (10) When the document is delivered to the office of the secretary of
6 state for filing, the correct filing fee, and any other fee or penalty
7 required to be paid therewith by this chapter or other law must be paid or
8 provision for payment made in a manner permitted by the secretary of state.
9 SECTION 2. That Part 7, Chapter 1, Title 30, Idaho Code, be, and the same
10 is hereby amended by the addition thereto of a NEW SECTION , to be
11 known and designated as Section 30-1-721, Idaho Code, and to read as follows:
12 30-1-721. VOTING ENTITLEMENT OF SHARES. (1) Except as provided in subsec-
13 tions (2) and (4) of this section or unless the articles of incorporation pro-
14 vide otherwise, each outstanding share, regardless of class, is entitled to
15 one (1) vote on each matter voted on at a shareholders' meeting. Only shares
16 are entitled to vote.
17 (2) A corporation is not entitled to vote treasury shares. Absent spe-
18 cial circumstances, the shares of a corporation are not entitled to vote if
19 they are owned, directly or indirectly, by a second corporation, domestic or
20 foreign, and the first corporation owns, directly or indirectly, a majority of
21 the shares entitled to vote for directors of the second corporation.
22 (3) Subsection (2) of this section does not limit the power of a corpora-
23 tion to vote any shares, including its own shares, held by it in a fiduciary
25 (4) Redeemable shares are not entitled to vote after notice of redemption
26 is mailed to the holders and a sum sufficient to redeem the shares has been
27 deposited with a bank, trust company, or other financial institution under an
28 irrevocable obligation to pay the holders the redemption price on surrender of
29 the shares.
30 SECTION 3. That Section 30-1-1622, Idaho Code, be, and the same is hereby
31 amended to read as follows:
32 30-1-1622. ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
33 ration, and each foreign corporation authorized to transact business in this
34 state, shall deliver to the secretary of state for filing an annual report
35 in a form prescribed by the secretary of state that sets forth:
36 (a) The name of the corporation and the state or country under whose law
37 it is incorporated;
38 (b) The address of its registered office and the name of its registered
39 agent at that office in this state;
40 (c) The address to which correspondence to the corporation's officers may
41 be mailed; and
42 (d) The names and business addresses of its directors and its president
43 and secretary.
44 (2) Information in the annual report must be current as of the date the
45 annual report is executed on behalf of the corporation.
46 (3) The annual report shall be executed by one (1) of the persons
47 identified in section 30-1-120, Idaho Code, or by another person who is autho-
48 rized by the board of directors to execute the report. Execution of the
49 annual report constitutes a representation that the person is authorized by
50 the board of directors to execute the report.
51 (4) The first annual report must be delivered to the secretary of
1 state between July 1 and November 30 of the state fiscal year (July 1 -- June
2 30) following the state fiscal year in which a domestic corporation was incor-
3 porated or a foreign corporation was authorized to transact business. Subse-
4 quent annual reports must be delivered to the secretary of state between July
5 1 and November 30 of succeeding state fiscal years.
6 ( 4 5 ) If an annual report does not contain the
7 information required by this section, the secretary of state shall promptly
8 notify the reporting domestic or foreign corporation in writing and return the
9 report to it for correction. If the report is corrected to contain the infor-
10 mation required by this section and delivered to the secretary of state within
11 thirty (30) days after the effective date of notice, it is deemed to be timely
STATEMENT OF PURPOSE
The 1997 Legislature adopted the Idaho Business Corporation
Act, which was based on the Revised Model Business Corporation
Act developed by the American Bar Association.
When the act was adopted, Section 721 dealing with voting
entitlement of shares of stock was inadvertently omitted.
Section 1 of this bill will add Section 721 to the Idaho
Business Corporation Act, which provides that if the articles
of incorporation do not provide for voting rights of stock,
each share will automatically be entitled to one vote.
In administering the Idaho Business Corporation Act, the Idaho
Secretary of State's office has determined that the act should
be modified to provide that annual reports will be submitted
to the Secretary of State's office on forms provided by the
Secretary of State and if the annual report is executed, the
presumption is that the person executing the annual report is
authorized to do so by the board of directors of the
corporation. Section 2 of this bill contains these
Contact: Paul Street
STATEMENT OF PURPOSE/FISCAL NOTE