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S1353.......................................by COMMERCE AND HUMAN RESOURCES
NONPROFIT CORPORATIONS - Amends, repeals and adds to existing law relating
to nonprofit corporations to provide for filing fees and electronic
transmission of notice, to provide for administrative dissolution by the
Secretary of State, to provide for reinstatement following administrative
dissolution and to provide for appeal from the Secretary of State's denial
of reinstatement, to provide grounds for and notice of revocation of a
certificate of authority of a foreign corporation authorized to transact
business in this state, to require filing of an appeal from a revocation of
a certificate of authority in the Fourth District Court, to provide the
persons authorized to execute the annual report and to provide the time for
filing the report.
01/28 Senate intro - 1st rdg - to printing
01/29 Rpt prt - to Com/HuRes
02/06 Rpt out - rec d/p - to 2nd rdg
02/09 2nd rdg - to 3rd rdg
02/12 3rd rdg - PASSED - 35-0-0
AYES--Andreason, Boatright, Branch, Bunderson, Burtenshaw, Cameron,
Crow, Danielson, Darrington, Deide, Dunklin, Frasure, Geddes, Hansen,
Hawkins, Ingram, Ipsen, Keough, King, Lee, McLaughlin, Noh, Parry,
Richardson, Riggs, Risch, Sandy, Schroeder, Sorensen, Stennett,
Sweeney, Thorne, Twiggs, Wheeler, Whitworth
NAYS--None
Absent and excused--None
Floor Sponsor - Crow
Title apvd - to House
02/13 House intro - 1st rdg - to Bus
03/16 Rpt out - rec d/p - to 2nd rdg
03/17 2nd rdg - to 3rd rdg
03/18 3rd rdg - PASSED - 64-0-6
AYES -- Alltus, Barraclough, Barrett, Bell, Bieter, Bivens,
Black(15), Black(23), Boe, Bruneel, Callister, Campbell, Chase,
Clark, Crow, Cuddy, Deal, Denney, Ellsworth, Field(13), Field(20),
Gagner, Gould, Hadley, Henbest, Hornbeck, Jaquet, Jones(9),
Jones(22), Jones(20), Judd, Kellogg, Kempton, Kendell, Kjellander,
Kunz, Lake, Loertscher, Mader, Marley, McKague, Meyer, Mortensen,
Newcomb, Pomeroy, Reynolds, Richman, Ridinger, Robison, Sali,
Schaefer, Stevenson, Stoicheff, Stone, Stubbs, Taylor, Tilman,
Tippets, Trail, Watson, Wheeler, Wood, Zimmermann, Mr Speaker
NAYS -- None
Absent and excused -- Crane, Geddes, Hansen, Linford, Miller,
Pischner
Floor Sponsor - Callister
Title apvd - to Senate
03/19 To enrol
03/20 Rpt enrol - Pres signed
03/23 Sp signed - to Governor
03/24 Governor signed
Session Law Chapter 267
Effective: 07/01/98
S1353|||| LEGISLATURE OF THE STATE OF IDAHO |||| Fifty-fourth Legislature Second Regular Session - 1998IN THE SENATE SENATE BILL NO. 1353 BY COMMERCE AND HUMAN RESOURCES COMMITTEE 1 AN ACT 2 RELATING TO THE IDAHO NONPROFIT CORPORATION ACT; AMENDING SECTION 30-3-2, 3 IDAHO CODE, TO PROVIDE FOR AN EXCEPTION TO THE REQUIREMENTS CONTAINED IN 4 THE SECTION FOR EXECUTION OF A DOCUMENT AND TO MAKE A TECHNICAL CORREC- 5 TION; AMENDING SECTION 30-3-4, IDAHO CODE, TO DELETE AND ADD CERTAIN FIL- 6 ING FEES; AMENDING SECTION 30-3-12, IDAHO CODE, TO PROVIDE FOR ELECTRONIC 7 TRANSMISSION OF NOTICE; AMENDING SECTION 30-3-29, IDAHO CODE, TO MAKE 8 TECHNICAL CORRECTIONS; AMENDING PART 1, CHAPTER 3, TITLE 30, IDAHO CODE, 9 BY THE ADDITION OF A NEW SECTION 30-3-115A, IDAHO CODE, TO PROVIDE GROUNDS 10 FOR ADMINISTRATIVE DISSOLUTION BY THE SECRETARY OF STATE; AMENDING PART 1, 11 CHAPTER 3, TITLE 30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 12 30-3-115B, IDAHO CODE, TO PROVIDE THE PROCEDURE FOR AND EFFECT OF ADMIN- 13 ISTRATIVE DISSOLUTION; AMENDING PART 1, CHAPTER 3, TITLE 30, IDAHO CODE, 14 BY THE ADDITION OF A NEW SECTION 30-3-115C, IDAHO CODE, TO PROVIDE FOR 15 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION; AMENDING PART 1, CHAP- 16 TER 3, TITLE 30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 30-3-115D, 17 IDAHO CODE, TO PROVIDE FOR APPEAL FROM THE SECRETARY OF STATE'S DENIAL OF 18 REINSTATEMENT; REPEALING SECTION 30-3-127, IDAHO CODE; AMENDING PART 1, 19 CHAPTER 3, TITLE 30, IDAHO CODE, BY THE ADDITION OF A NEW SECTION 20 30-3-127, IDAHO CODE, TO PROVIDE GROUNDS FOR REVOCATION OF A CERTIFICATE 21 OF AUTHORITY OF A FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN 22 THIS STATE; AMENDING SECTION 30-3-128, IDAHO CODE, TO PROVIDE FOR A NOTICE 23 OF REVOCATION OF A CERTIFICATE OF AUTHORITY, TO PROVIDE THE PROCEDURE FOR 24 SERVING THE NOTICE UPON THE FOREIGN CORPORATION AND TO PROVIDE FOR SERVICE 25 OF PROCESS ON A FOREIGN CORPORATION WHOSE CERTIFICATE OF AUTHORITY HAS 26 BEEN REVOKED; AMENDING SECTION 30-3-129, IDAHO CODE, TO REQUIRE FILING OF 27 AN APPEAL FROM A REVOCATION OF A CERTIFICATE OF AUTHORITY IN THE FOURTH 28 DISTRICT COURT AND TO PROVIDE FOR FILING THE NOTICE OF APPEAL WITHIN 29 THIRTY DAYS AFTER RECEIPT OF THE NOTICE OF REVOCATION; AMENDING SECTION 30 30-3-136, IDAHO CODE, TO PROVIDE THE PERSONS AUTHORIZED TO EXECUTE THE 31 ANNUAL REPORT AND TO PROVIDE THE TIME FOR FILING THE REPORT; AND REPEALING 32 SECTIONS 30-3-137, 30-3-138, 30-3-139, 30-3-140 AND 30-3-141, IDAHO CODE. 33 Be It Enacted by the Legislature of the State of Idaho: 34 SECTION 1. That Section 30-3-2, Idaho Code, be, and the same is hereby 35 amended to read as follows: 36 30-3-2. FILING REQUIREMENTS. (1) A document must satisfy the requirements 37 of this section, and of any other section that adds to or varies these 38 requirements, to be entitled to filing by the secretary of state. 39 (2) This act must require or permit filing the document in the office of 40 the secretary of state. 41 (3) The document must contain the information required by this act. It 42 may contain other information as well. 43 (4) The document must be typewritten or printed. 2 1 (5) The document must be in the English language. However, a corporate 2 name need not be in English if written in English letters or arabic or roman 3 numerals, and the certificate of existence required of foreign corporations 4 need not be in English if accompanied by a reasonably authenticated English 5 translation. 6 (6) Except as otherwise permitted by section 30-3-136, Idaho Code, 7 tThe document must be executed: 8 (a) By the presiding officer of its board of directors of a domestic or 9 foreign corporation, its president, or by another of its officers; 10 (b) If directors have not been selected or the corporation has not been 11 formed, by an incorporator; or 12 (c) If the corporation is in the hands of a receiver, trustee or other 13 court-appointed fiduciary, by that fiduciary. 14 (7) The person executing a document shall sign it and state beneath or 15 opposite the signature his or her name and the capacity in which he or she 16 signs. The document may, but need not, contain: 17 (a) The corporate seal; 18 (b) An attestation by the secretary or an assistant secretary; or 19 (c) An acknowledgement, verification or proof. 20 (28 ) The document must be delivered to the 21 office of the secretary of state for filing and must be accompanied by one (1) 22 exact or conformed copy, except as provided in sections 30-3-32 and 30-3-124, 23 Idaho Code, the correct filing fee, and any penalty required by this act or 24 other law. 25 SECTION 2. That Section 30-3-4, Idaho Code, be, and the same is hereby 26 amended to read as follows: 27 30-3-4. FILING, SERVICE AND COPYING FEES. The secretary of state shall 28 collect the following fees when the documents described in this subsection are 29 delivered for filing: 30 (1) Articles of incorporation......................................$30.00 31 (2)Application for use of indistinguishable name............$20.0032(3)Application for reserved name...........................$20.00 33 (43 ) Notice of transfer of reserved name.$20.00 34 (54 ) Application for registered name.....$30.00 35 (65 ) Application for renewal of registered name 36 ...............................................................$30.00 37 (76 ) Corporation's statement of change of reg- 38 istered agent or registered office or both.....................no fee 39 (87 ) Agent's statement of change of registered 40 office for each affected corporation...........................no fee 41 (98 ) Agent's statement of resignation....no fee 42 (109 ) Amendment of articles of incorporation 43 ...............................................................$30.00 44 (110 ) Restatement of articles of incorporation 45 with amendments................................................$30.00 46 (121 ) Articles of merger..................$30.00 47 (132 ) Articles of dissolution.............$30.00 48 (143 )Certificate ofApplica- 49 tion for reinstatement following administrative dissolu- 50 tion .........................$13 0.00 51 (154 ) Application for certificate of authority 52 ...............................................................$30.00 53 (165 ) Application for amended certificate of 3 1 authority......................................................$30.00 2 (176 ) Application for certificate of withdrawal 3 ...............................................................$20.00 4 (187 ) Certificate of revocation of authority to 5 transact business..............................................no fee 6 (198 ) Annual report.......................no fee 7 (2019 ) Articles of correction.............$20.00 8 (210 ) Certificate of existence or authorization 9 ...............................................................$10.00 10 (221 ) Any other document required or permitted 11 to be filed by this act........................................$20.00 12 (22) Filing any document relating to a nonprofit corporation when 13 the filing party requires the evidence of completion of filing to be 14 returned within eight (8) hours, a surcharge of.........$ 8.00 15 SECTION 3. That Section 30-3-12, Idaho Code, be, and the same is hereby 16 amended to read as follows: 17 30-3-12. NOTICE. (1) Notice may be oral or written. Notice by elec- 18 tronic transmission is written notice. 19 (2) Notice may be communicated: in person; by telephone or voice 20 mail ; by telegraph, teletype or otherform of wire or wireless21communicationelectronic means ; or by mail or private car- 22 rier; if these forms of personal notice are impracticable, notice may be com- 23 municated by publication for ten (10) days pursuant to section 60-109, Idaho 24 Code. 25 (3) Oral notice is effective when communicated, if communicated in a com- 26 prehensible manner. 27 (4) Written notice, if in a comprehensible form, is effective at the ear- 28 liest or the following: 29 (a) When received; 30 (b) Five (5) days after its deposit in the United States mail, as evi- 31 denced by sworn affidavit or postmark, if mailed correctly addressed and 32 with first class postage affixed; 33 (c) On the date shown on the return receipt, if sent by registered or 34 certified mail, return receipt requested, and the receipt is signed by or 35 on behalf of the addressee ; 36 (d) When electronically transmitted to a member in a manner authorized by 37 the members . 38 (5) Written notice is correctly addressed to a member of a domestic or 39 foreign corporation if addressed to the member's address shown in the 40 corporation's current list of members. 41 (6) A written notice or report delivered as part of a newsletter, maga- 42 zine or other publication regularly sent to members shall constitute a written 43 notice or report if addressed or delivered to the member's address shown in 44 the corporation's current list of members, or in the case of members who are 45 residents of the same household and who have the same address in the 46 corporation's current list of members, if addressed or delivered to one of 47 such members, at the address appearing on the current list of members. 48 (7) Written notice is correctly addressed to a domestic or foreign corpo- 49 ration authorized to transact business in this state, other than in its capac- 50 ity as a member, if addressed to its registered agent or to its secretary at 51 its principal office shown in its most recent annual report or, in the case of 52 a foreign corporation that has not yet delivered an annual report, in its 53 application for a certificate of authority. 4 1 (8) If section 30-3-50(2), Idaho Code, or any other provision of this act 2 prescribes notice requirements for particular circumstances, those require- 3 ments govern. If articles or bylaws prescribe notice requirements, not incon- 4 sistent with this section or other provisions of this act, those requirements 5 govern. 6 SECTION 4. That Section 30-3-29, Idaho Code, be, and the same is hereby 7 amended to read as follows: 8 30-3-29. REGISTERED NAME. Any corporation organized and existing under 9 the laws of any state or territory of the United States may register its cor- 10 porate name under this act, provided its corporate name is not the same as, or 11 deceptively similar to, the name of any domestic corporation existing under 12 the laws of this state, or the name of any foreign corporation authorized to 13 transact business in this state, or any corporate name reserved or registered 14 under this act. 15 Such registration shall be made by:16(1) Ff iling with the secretary of state: 17 (a1 ) An application for registration executed 18 by the corporation by an officer thereof, setting forth the name of the corpo- 19 ration, the state or territory under the laws of which it is incorporated, the 20 date of its incorporation, a statement that it is carrying on or doing busi- 21 ness, and a brief statement of the business in which it is engaged; and 22 (b2 ) A certificate setting forth that such cor- 23 poration is in good standing under the laws of the state or territory wherein 24 it is organized, executed by the secretary of state of such state or territory 25 or by such other official as may have custody of the records pertaining to 26 corporations; and 27 (c3 ) Paying to the secretary of state a regis- 28 tration fee in the amount of ten dollars ($10.00). 29 Such registration shall be effective until the close of the calendar year 30 in which the application for registration is filed. 31 SECTION 5. That Part 1, Chapter 3, Title 30, Idaho Code, be, and the same 32 is hereby amended by the addition thereto of a NEW SECTION , to be 33 known and designated as Section 30-3-115A, Idaho Code, and to read as follows: 34 30-3-115A. GROUNDS FOR ADMINISTRATIVE DISSOLUTION. The secretary of state 35 may administratively dissolve a corporation under section 30-3-115B, Idaho 36 Code, if: 37 (1) The corporation does not deliver its annual report to the secretary 38 of state by the date on which it is due; 39 (2) The corporation is without a registered agent or registered office in 40 this state for sixty (60) days or more; 41 (3) The secretary of state has credible information that the corporation 42 has failed to notify the secretary of state within sixty (60) days after the 43 occurrence that its registered agent or registered office has been changed, 44 that its registered agent has resigned, or that its registered office has been 45 discontinued; or 46 (4) The corporation's period of duration stated in its articles of incor- 47 poration expires. 48 SECTION 6. That Part 1, Chapter 3, Title 30, Idaho Code, be, and the same 49 is hereby amended by the addition thereto of a NEW SECTION , to be 50 known and designated as Section 30-3-115B, Idaho Code, and to read as follows: 5 1 30-3-115B. PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION. (1) If 2 the secretary of state determines that one (1) or more grounds exist under 3 section 30-3-115A, Idaho Code, for dissolving a corporation, he shall give 4 notice of his determination to the corporation by first class mail addressed 5 to its mailing address as indicated on its most recent annual report or, if 6 the corporation has not yet filed an annual report, to its registered office. 7 (2) If the corporation does not correct each ground for dissolution or 8 demonstrate to the reasonable satisfaction of the secretary of state that each 9 ground determined by the secretary of state does not exist within sixty (60) 10 days after receipt of the notice of determination, the secretary of state 11 shall administratively dissolve the corporation by noting the fact of dissolu- 12 tion and the effective date thereof in his records. The secretary of state 13 shall give notice of the dissolution to the corporation by first class mail 14 addressed to its mailing address as indicated on its most recent annual report 15 or, if the corporation has not yet filed an annual report, to its registered 16 office. 17 (3) A corporation administratively dissolved continues its corporate 18 existence but may not carry on any business except that necessary to wind up 19 and liquidate its business and affairs under section 30-3-113, Idaho Code, and 20 notify claimants under sections 30-3-114 and 30-3-115, Idaho Code. 21 (4) The administrative dissolution of a corporation does not terminate 22 the authority of its registered agent. 23 SECTION 7. That Part 1, Chapter 3, Title 30, Idaho Code, be, and the same 24 is hereby amended by the addition thereto of a NEW SECTION , to be 25 known and designated as Section 30-3-115C, Idaho Code, and to read as follows: 26 30-3-115C. REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (1) A cor- 27 poration administratively dissolved under section 30-3-115B, Idaho Code, may 28 apply to the secretary of state for reinstatement within ten (10) years after 29 the effective date of dissolution. The application must: 30 (a) Recite the name of the corporation and the date of its incorporation; 31 (b) State that the corporation applies for reinstatement; 32 (c) If the corporation's name or one deceptively similar thereto has been 33 appropriated by another entity whose organizational documents are filed 34 with the secretary of state, be accompanied either by a consent to the use 35 of a deceptively similar name executed by the other entity or by articles 36 of amendment by which the corporation adopts a new name which complies 37 with the requirements of section 30-3-27, Idaho Code; and 38 (d) Be accompanied by a current annual report, appointment of registered 39 agent or articles of amendment to extend the corporate existence, as 40 appropriate to the reason for administrative dissolution. 41 (2) If the secretary of state determines that the application contains 42 the information required by subsection (1) of this section and that the infor- 43 mation is correct, he shall cancel the dissolution and prepare a certificate 44 of reinstatement that recites the fact and effective date of the reinstate- 45 ment, file a copy thereof and return the original to the corporation. 46 (3) When the reinstatement is effective, it relates back to and takes 47 effect as of the effective date of the administrative dissolution and the cor- 48 poration resumes carrying on its business as if the administrative dissolution 49 had never occurred. 50 SECTION 8. That Part 1, Chapter 3, Title 30, Idaho Code, be, and the same 51 is hereby amended by the addition thereto of a NEW SECTION , to be 52 known and designated as Section 30-3-115D, Idaho Code, and to read as follows: 6 1 30-3-115D. APPEAL FROM DENIAL OF REINSTATEMENT. (1) If the secretary of 2 state denies a corporation's application for reinstatement following adminis- 3 trative dissolution, he shall give the corporation written notice by first 4 class mail that explains the reason or reasons for denial. 5 (2) The corporation may appeal the denial of reinstatement to the fourth 6 district court, Ada County, Idaho, within thirty (30) days after receipt of 7 the notice of denial. The corporation appeals by petitioning the court to set 8 aside the dissolution and attaching to the petition copies of the secretary of 9 state's notice of dissolution, the corporation's application for reinstate- 10 ment, and the secretary of state's notice of denial. 11 (3) The court may summarily order the secretary of state to reinstate the 12 dissolved corporation or may take other action the court considers appropri- 13 ate. 14 (4) The court's final decision may be appealed as in other civil proceed- 15 ings. 16 SECTION 9. That Section 30-3-127, Idaho Code, be, and the same is hereby 17 repealed. 18 SECTION 10. That Chapter 3, Title 30, Idaho Code, be, and the same is 19 hereby amended by the addition thereto of a NEW SECTION , to be 20 known and designated as Section 30-3-127, Idaho Code, and to read as follows: 21 30-3-127. GROUNDS FOR REVOCATION OF CERTIFICATE OF AUTHORITY. The secre- 22 tary of state may commence a proceeding under section 30-3-128, Idaho Code, to 23 revoke the certificate of authority of a foreign corporation authorized to 24 transact business in this state if: 25 (1) The foreign corporation does not deliver its annual report to the 26 secretary of state by the date on which it is due; 27 (2) The foreign corporation is without a registered agent or registered 28 office in this state for sixty (60) days or more; 29 (3) The secretary of state has credible information that the foreign cor- 30 poration has failed to notify the secretary of state within sixty (60) days of 31 the occurrence that its registered agent or registered office has changed, 32 that its registered agent has resigned, or that its registered office has been 33 discontinued; 34 (4) The secretary of state has credible information that an incorporator, 35 director, officer or agent of the foreign corporation signed a document he 36 knew was false in any material respect with intent that the document be deliv- 37 ered to the secretary of state for filing; or 38 (5) The secretary of state receives a duly authenticated certificate from 39 the official having custody of corporate records in the state or country under 40 whose law the foreign corporation is incorporated, stating that it has been 41 dissolved or has disappeared as a result of a merger. 42 SECTION 11. That Section 30-3-128, Idaho Code, be, and the same is hereby 43 amended to read as follows: 44 30-3-128. PROCEDURE AND EFFECT OF REVOCATION OF AUTHORITY OF FOREIGN COR- 45 PORATION. (1) If tThe secretary of stateupon46determiningdetermines that one (1) or more grounds exist 47 under section 30-3-1267 , Idaho Code, for revocation 48 of a certificate of authority , he shallserve the foreign49corporation with written notice of that determination under section 30-3-125,50Idaho Codegive notice of his determination to the foreign corpo- 7 1 ration by first class mail addressed to its mailing address as indicated on 2 its most recent annual report or, if the foreign corporation has not yet filed 3 an annual report, to its registered office . 4 (2) If the foreign corporation does not correct each ground for revoca- 5 tion or demonstrate to the reasonable satisfaction of the secretary of state 6 that each ground for revocation determined by the secretary of state does not 7 exist within sixty (60) days afterservice of the notice is perfected8under section 30-3-125, Idaho Codereceipt of the notice of 9 determination , the secretary of state may revoke the foreign 10 corporation's certificate of authority bysigning a certificate of revo-11cation that recites the ground or grounds for revocation and its effective12date. The secretary of state shall file the original of the certificate and13serve a copy on the foreign corporation under section 30-3-125, Idaho Code14noting the fact of revocation and the effective date thereof in 15 his records. The secretary of state shall give notice of the revocation to the 16 foreign corporation by first class mail addressed to its mailing address as 17 indicated on its most recent annual report, or if the foreign corporation has 18 not yet filed an annual report, to its registered office . 19 (3) The authority of a foreign corporation to transact business in this 20 state ceases on the date shown on thecertificate revoking21 notice of revocation of its certificate of authority. 22 (4)The secretary of state's revocation of a foreign corporation's23certificate of authority appoints the secretary of state the foreign24corporation's agent for service of process in any proceeding based on a cause25of action that arose during the time the foreign corporation was authorized to26transact business in this state. Service of process on the secretary of state27under this subsection is service on the foreign corporation. Upon receipt of28process, the secretary of state shall mail a copy of the process to the secre-29tary of the foreign corporation at its principal office shown in its most30recent annual report or in any subsequent communications received from the31corporation stating the current mailing address of its principal office, or,32if none are on file, in its application for a certificate of authority33 Service of process on a foreign corporation whose certificate of author- 34 ity has been revoked may be made upon its registered agent, if any, or pursu- 35 ant to section 30-3-125, Idaho Code . 36 (5) Revocation of a foreign corporation's certificate of authority does 37 not terminate the authority of the registered agent of the corporation. 38 SECTION 12. That Section 30-3-129, Idaho Code, be, and the same is hereby 39 amended to read as follows: 40 30-3-129. APPEAL FROM REVOCATION OF CERTIFICATE OF AUTHORITY OF FOREIGN 41 CORPORATION. (1) A foreign corporation may appeal the secretary of state's 42 revocation of its certificate of authority to the fourth district 43 court , Ada County, Idaho, within thirty (30) days afterthe44service of the certificatereceipt of the notice of 45 revocation .is perfected under section 30-3-125, Idaho46Code.The foreign corporation appeals by petitioning the court to set 47 aside the revocation and attaching to the petition copies of its certificate 48 of authority and the secretary of state's certificate of revocation. 49 (2) The court may summarily order the secretary of state to reinstate the 50 certificate of authority or may take any other action the court considers 51 appropriate. 52 (3) The court's final decision may be appealed as in other civil proceed- 53 ings. 8 1 SECTION 13. That Section 30-3-136, Idaho Code, be, and the same is hereby 2 amended to read as follows: 3 30-3-136. ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo- 4 ration, and each foreign corporation authorized to transact business in this 5 state, shall deliver to the secretary of state an annual reporton6in a form prescribed and furnished by the secretary of 7 state. 8 (2) The information in the annual report must be current on the date the 9 annual report is executed on behalf of the corporation. 10 (3) The annual report shall be executed by one (1) of the persons 11 identified in section 30-3-2, Idaho Code, or by another person who is autho- 12 rized by the board of directors to execute the report. Execution of the annual 13 report constitutes a representation that the person is authorized by the board 14 of directors. 15 (4) The first annual report must be delivered to the secretary of 16 state between July 1 and November130 of the 17 state fiscal year (July 1 through June 30) following the 18calendarstate fiscal year in which a domestic cor- 19 poration was incorporated or a foreign corporation was authorized to transact 20 business. Subsequent annual reports must be delivered to the secretary of 21 state between July 1 and November130 of the follow- 22 ing calendar years. 23 (45 ) If an annual report does not contain the 24 information required in this section, the secretary of state shall promptly 25 notify the reporting domestic or foreign corporation in writing and return the 26 report to it for correction. If the report is corrected to contain the infor- 27 mation required in this section and delivered to the secretary of state28not later than November 30within thirty (30) days after the 29 effective date of notice , it is deemed to be timely filed. 30 SECTION 14. That Sections 30-3-137, 30-3-138, 30-3-139, 30-3-140 and 31 30-3-141, Idaho Code, be, and the same are hereby repealed.
STATEMENT OF PURPOSE RS07539 This bill brings the Idaho Nonprofit Corporation Act
into line with the procedures of the Idaho Business Corporation Act as to: (1) Use of
electronic commerce techniques for filing of documents and giving notice; (2)
Consequences for failure to file the corporation annual report; and (3) Authorized
signatures on the annual report. The purpose in all cases is to make requirements
consistent and more easily used and understood.
FISCAL IMPACT
There will be a nominal saving in processing and forms costs for the Secretary of State.
Otherwise, there is no fiscal impact.
CONTACTS
Names and phones:
Ben Ysursa, 332-2813
Bill Farnsworth, 332-2846
Office of the Secretary of State
Statement of Purpose/Fiscal Impact
S 1353