1999 Legislation
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HOUSE BILL NO. 220 – Reports, corporate, file Sec/State

HOUSE BILL NO. 220

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Daily Data Tracking History



H0220...........................................................by BUSINESS
CORPORATE REPORTS - Amends existing law to provide that annual reports of
corporations, nonprofit corporations and limited liability companies shall
be filed in the office of the Secretary of State before the end of the
month in which the entity was initially organized.

02/12    House intro - 1st rdg - to printing
02/15    Rpt prt - to Bus
02/24    Rpt out - rec d/p - to 2nd rdg
02/25    2nd rdg - to 3rd rdg
02/26    3rd rdg - PASSED - 61-0-9
      AYES -- Alltus, Barraclough, Barrett, Bell, Bieter, Black, Bruneel,
      Callister, Campbell, Chase, Clark, Crow, Cuddy, Denney, Ellsworth,
      Field(13), Field(20), Gagner, Hadley, Hammond, Hansen(23), Henbest,
      Hornbeck, Jaquet, Jones, Judd, Kempton, Kendell, Kunz, Lake,
      Limbaugh, Linford, Loertscher, Mader, Marley, McKague, Meyer,
      Montgomery, Mortensen, Moyle, Pischner, Pomeroy, Reynolds, Ridinger,
      Ringo, Robison, Sali, Schaefer, Sellman, Smith, Smylie, Stevenson,
      Stone, Taylor(Taylor), Tilman, Tippets, Watson, Wheeler, Williams,
      Wood, Zimmermann
      NAYS -- None
      Absent and excused -- Boe, Deal, Geddes, Gould, Hansen(29), Kellogg,
      Stoicheff, Trail, Mr Speaker
    Floor Sponsor - Hammond
    Title apvd - to Senate
03/01    Senate intro - 1st rdg - to Com/HuRes
03/10    Rpt out - rec d/p - to 2nd rdg
03/11    2nd rdg - to 3rd rdg
03/15    3rd rdg - PASSED - 34-0-1
      AYES--Andreason, Boatright, Branch, Bunderson, Burtenshaw, Cameron,
      Crow, Danielson, Darrington, Davis, Deide, Dunklin, Frasure, Geddes,
      Hawkins, Ingram, Ipsen, Keough, King, Lee, McLaughlin, Noh,
      Richardson, Riggs, Risch, Sandy, Schroeder, Sorensen, Stegner,
      Stennett, Thorne, Twiggs, Wheeler, Whitworth
      NAYS--None
      Absent and excused--Parry
    Floor Sponsor - Andreason
    Title apvd - to House
03/16    To enrol
03/17    Rpt enrol - Sp signed - Pres signed
03/18    To Governor
03/23    Governor signed
         Session Law Chapter 210
         Effective: 07/01/2000

Bill Text


H0220


                                                                        
 ||||              LEGISLATURE OF THE STATE OF IDAHO             ||||
Fifty-fifth Legislature                 First Regular Session - 1999
                                                                        

                             IN THE HOUSE OF REPRESENTATIVES

                                    HOUSE BILL NO. 220

                                  BY BUSINESS COMMITTEE

 1                                        AN ACT
 2    RELATING TO ANNUAL REPORTS FILED WITH THE SECRETARY OF STATE; AMENDING SECTION
 3        30-1-1622, IDAHO CODE, TO CLARIFY LANGUAGE AND TO PROVIDE  THAT  CORPORATE
 4        ANNUAL  REPORTS BE FILED BEFORE THE END OF THE MONTH DURING WHICH THE COR-
 5        PORATION WAS INITIALLY INCORPORATED OR AUTHORIZED TO TRANSACT BUSINESS  IN
 6        THIS  STATE;  AMENDING  SECTION 30-3-136, IDAHO CODE, TO PROVIDE THAT NON-
 7        PROFIT CORPORATIONS FILE CORPORATE ANNUAL REPORTS BEFORE THE  END  OF  THE
 8        MONTH  DURING  WHICH  THE CORPORATION WAS INITIALLY INCORPORATED OR AUTHO-
 9        RIZED TO TRANSACT BUSINESS IN THIS STATE; AMENDING SECTION  53-613,  IDAHO
10        CODE,  TO  PROVIDE  THAT  LIMITED  LIABILITY COMPANIES FILE ANNUAL REPORTS
11        BEFORE THE END OF THE MONTH DURING WHICH THE LIMITED LIABILITY COMPANY WAS
12        INITIALLY ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN THIS STATE;  AND
13        PROVIDING AN EFFECTIVE DATE.

14    Be It Enacted by the Legislature of the State of Idaho:

15        SECTION 1.  That Section 30-1-1622, Idaho Code, be, and the same is hereby
16    amended to read as follows:

17        30-1-1622.  ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
18    ration,  and  each foreign corporation authorized to transact business in this
19    state, shall deliver to the secretary of state for  filing  an  annual  report
20      in   on  a form  prescribed   provided
21     by the secretary of state that sets forth:
22        (a)  The name of the corporation and the state or country under whose  law
23        it is incorporated;
24        (b)  The  address  of its registered office and the name of its registered
25        agent at that office in this state;
26        (c)  The address to which correspondence to the corporation's officers may
27        be mailed; and
28        (d)  The names and business addresses of its directors and  its  president
29        and secretary.
30        (2)  Information  in  the annual report must be current as of the date the
31    annual report is executed on behalf of the corporation.
32        (3)  The annual report shall be executed by one (1) of the persons identi-
33    fied in section 30-1-120, Idaho Code, or by another person who  is  authorized
34    by  the  board  of  directors  to execute the report.  Execution of the annual
35    report constitutes a representation that the person is authorized by the board
36    of directors to execute the report.
37        (4)   No annual report need be filed during the first  year  after  a
38    corporation  is incorporated or authorized to transact business in this state.
39     The first , and all subsequent  annual report s  
40      must     shall  be delivered to the secretary of state
41     between July 1 and November 30 of the state fiscal year (July 1 --  June
42    30)  following  the state fiscal year in   each year before the end
43    of the month during  which a domestic corporation  was    initially


                                      2

 1     incorporated or a foreign corporation was  initially  autho-
 2    rized  to transact business.  Subsequent annual reports must be delivered
 3    to the secretary of state between July 1 and November 30 of  succeeding  state
 4    fiscal years. 
 5        (5)  If an annual report does not contain the information required by this
 6    section,  the  secretary of state shall promptly notify the reporting domestic
 7    or foreign corporation in writing and return the report to it for  correction.
 8    If the report is corrected to contain the information required by this section
 9    and  delivered  to  the  secretary  of state within thirty (30) days after the
10    effective date of notice, it is deemed to be timely filed.

11        SECTION 2.  That Section 30-3-136, Idaho Code, be, and the same is  hereby
12    amended to read as follows:

13        30-3-136.  ANNUAL  REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
14    ration, and each foreign corporation authorized to transact business  in  this
15    state,  shall  deliver  to  the  secretary  of state an annual report  in
16      on  a form prescribed and furnished  by  the  secretary  of
17    state.
18        (2)  The  information in the annual report must be current on the date the
19    annual report is executed on behalf of the corporation.
20        (3)  The annual report shall be executed by one (1) of the persons identi-
21    fied in section 30-3-2, Idaho Code, or by another person who is authorized  by
22    the  board  of directors to execute the report. Execution of the annual report
23    constitutes a representation that the person is authorized  by  the  board  of
24    directors.
25        (4)    No  annual  report need be filed during the first year after a
26    corporation is incorporated or authorized to transact business in this  state.
27      The first , and all subsequent  annual report s 
28     must   shall  be delivered to the  secretary  of  state
29      between July 1 and November 30 of the state fiscal year (July 1 -- June
30    30) following the state fiscal year in   each year before  the  end
31    of  the  month  during  which a domestic corporation was  initially
32     incorporated or a foreign corporation was  initially  autho-
33    rized to transact business.  Subsequent annual reports must be  delivered
34    to the secretary of state between July 1 and November 30 of the following cal-
35    endar years. 
36        (5)  If an annual report does not contain the information required in this
37    section,  the  secretary of state shall promptly notify the reporting domestic
38    or foreign corporation in writing and return the report to it for  correction.
39    If the report is corrected to contain the information required in this section
40    and  delivered  to  the  secretary  of state within thirty (30) days after the
41    effective date of notice, it is deemed to be timely filed.

42        SECTION 3.  That Section 53-613, Idaho Code, be, and the  same  is  hereby
43    amended to read as follows:

44        53-613.  ANNUAL  REPORT  OF  DOMESTIC AND FOREIGN LIMITED LIABILITY COMPA-
45    NIES. (1) Each domestic limited liability company, and  each  foreign  limited
46    liability  company  authorized  to  do  business  in this state, shall file an
47    annual report setting forth:
48        (a)  The name of the limited liability company and the  state  or  country
49        under the laws of which it is organized;
50        (b)  The address of the registered office of the limited liability company
51        in  this state, and the name of its registered agent in this state at such


                                      3

 1        address, and the address of its principal office;
 2        (c)  If the management of the limited liability company is vested  in  its
 3        members, the name and address of one (1) or more of the current members of
 4        the limited liability company;
 5        (d)  If  the  management  of  the limited liability company is vested in a
 6        manager or managers, the name and address of one (1) or more of  the  cur-
 7        rent managers of the limited liability company.
 8        (2)  Such  annual  report  shall be made  in   on  a
 9    form prescribed  and furnished  by the secretary of state, and  the
10    information  therein  contained shall be given as of the date of the execution
11    of the report. It shall be executed for the limited  liability  company  by  a
12    person authorized by the members if management is vested in the members, or by
13    a  person  authorized by the managers if management is vested in the managers.
14    Execution by such a person constitutes a representation that the authority was
15    granted. If the limited liability company is in the hands  of  a  receiver  or
16    trustee,  it  shall  be executed on behalf of the limited liability company by
17    such receiver or trustee.
18        (3)   Such   The  annual report  of  a  domestic  or
19    foreign limited liability company shall be delivered to the secretary of state
20      between  the 1st day of July and the 30th day of November of each year,
21    except that the first annual report of a domestic or foreign limited liability
22    company shall be filed between the 1st day of July and the 30th day of  Novem-
23    ber  of the state fiscal year (July 1--June 30) next succeeding the state fis-
24    cal year in which its articles of organization were filed with  the  secretary
25    of  state, or when the certificate of registration was issued by the secretary
26    of state, as the case may be. The report   each year before the end
27    of the month during which a domestic limited liability company  was  initially
28    organized,  or a foreign limited liability company was initially authorized to
29    transact business. Beginning one (1) year after a domestic  limited  liability
30    company  is  organized or a foreign limited liability company is authorized to
31    transact business, and each year thereafter, the annual report of the  limited
32    liability  company    must be received in the office of the secretary of
33    state not later than the close of business on  the    30th    
34    final  day of  November, or if that date falls on a weekend, on the
35    next  business  day   the applicable month . If the secretary
36    of state finds that such report conforms to the requirements of this  chapter,
37    he  shall  file  the  same.  If he finds that it does not so conform, he shall
38    promptly return the same to the limited liability company  for  any  necessary
39    corrections.

40        SECTION  4.  This  act shall be in full force and effect beginning on July
41    1, 2000. The Secretary of State may accept annual reports filed in  accordance
42    with this act beginning in March 2000.

Statement of Purpose / Fiscal Impact


                          STATEMENT OF PURPOSE
                                    
                                RS 08848


The purpose of this bill is to distribute the processing of all
corporate as well as limited liability company annual reports by the
Secretary of State's Office throughout the year. At present, annual
reports are done once each year. This involves a process which creates
enormous workloads during a few months each year and no activity at all
during the remainder of the year. If the process can be distributed
throughout the year without undue long-term inconvenience to the business
customers, it would even out the work and result in less disruption of
other operations in the Commercial Affairs Division.

As the law now reads, all annual reports must be filed by 30 November
each year. Under this bill, each corporation or limited liability
company would be required to file its annual report with the Secretary of
State's Office during the anniversary of the month that it was originally
incorporated or organized. While this would mean that each discrete
operation (sending notices, second notices, final notices, as well as
receiving and entering reports, and forfeiting those who don't file)
would be done each month for a relatively small number of corporations,
there should not be a disruptive number of any of the variety of steps
during any given month.



                               FISCAL NOTE
                                    
By spreading the work now concentrated in a few months throughout the
year, it may be possible to reduce the reliance on overtime and temporary
workers.






CONTACT: Chuck Goodenough
         Deputy Secretary of State, Commercial Affairs
         (208) 334-2301

STATEMENT OF PURPOSE/FISCAL NOTE                BILL NO.H 220