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H0617...........................................................by BUSINESS
CORPORATIONS - NAME - Amends existing law to require that the name of a
corporation or limited liability company reinstated after dissolution shall
be distinguishable from the names of other business entities organized or
doing business in Idaho.
02/18 House intro - 1st rdg - to printing
02/21 Rpt prt - to Bus
03/02 Rpt out - rec d/p - to 2nd rdg
03/03 2nd rdg - to 3rd rdg
03/07 3rd rdg - PASSED - 57-0-13
AYES -- Barraclough(Barraclough), Bell, Bieter, Black, Boe, Bruneel,
Callister, Campbell, Chase, Cheirrett, Clark, Crow, Cuddy, Deal,
Denney, Field(13), Field(20), Gagner, Geddes, Gould, Hadley, Hammond,
Hansen(23), Hansen(29), Hornbeck, Jaquet, Judd, Kellogg, Kendell,
Lake, Linford, Loertscher, Mader, McKague, Meyer, Mortensen, Moyle,
Pischner, Pomeroy, Ridinger, Ringo, Robison, Sali, Schaefer, Sellman,
Shepherd, Smith, Smylie, Stevenson, Stoicheff, Stone, Taylor, Trail,
Wheeler, Wood, Zimmermann, Mr Speaker
NAYS -- None
Absent and excused -- Alltus, Barrett, Ellsworth, Henbest, Jones,
Kempton, Kunz, Marley, Montgomery, Moss, Pearce, Reynolds, Tilman
Floor Sponsor - Meyer
Title apvd - to Senate
03/08 Senate intro - 1st rdg - to Com/HuRes
03/17 Rpt out - rec d/p - to 2nd rdg
03/20 2nd rdg - to 3rd rdg
04/04 3rd rdg - PASSED - 35-0-0
AYES -- Andreason, Boatright, Bunderson, Burtenshaw, Cameron, Crow,
Danielson, Darrington, Davis, Deide, Dunklin, Frasure, Geddes,
Hawkins, Ingram, Ipsen, Keough, King-Barrutia, Lee, McLaughlin, Noh,
Parry, Richardson, Riggs, Risch, Sandy, Schroeder, Sorensen, Stegner,
Stennett, Thorne, Walton, Wheeler, Whitworth, Williams
NAYS -- None
Absent and excused -- None
Floor Sponsor - Crow
Title apvd - to House
04/05 To enrol - rpt enrol - Sp signed - Pres signed
04/06 To Governor
04/14 Governor signed
Session Law Chapter 325
Effective: 07/01/00 - Sections 1, 2, 3, and 5
01/01/01 - Section 4
H0617
|||| LEGISLATURE OF THE STATE OF IDAHO ||||
Fifty-fifth Legislature Second Regular Session - 2000
IN THE HOUSE OF REPRESENTATIVES
HOUSE BILL NO. 617
BY BUSINESS COMMITTEE
1 AN ACT
2 RELATING TO THE NAMES OF BUSINESS ENTITIES FILED WITH THE SECRETARY OF STATE;
3 AMENDING SECTION 30-1-1422, IDAHO CODE, TO REQUIRE THAT THE NAME OF A COR-
4 PORATION REINSTATED AFTER DISSOLUTION BE DISTINGUISHABLE FROM THE NAMES OF
5 OTHER BUSINESS ENTITIES ORGANIZED OR AUTHORIZED TO TRANSACT BUSINESS IN
6 THIS STATE; AMENDING SECTION 30-1-1506, IDAHO CODE, TO REQUIRE THAT FOR-
7 EIGN CORPORATIONS USE NAMES DISTINGUISHABLE FROM OTHER BUSINESS ENTITIES;
8 AMENDING SECTION 30-3-121, IDAHO CODE, TO REQUIRE THAT FOREIGN NONPROFIT
9 CORPORATIONS USE NAMES DISTINGUISHABLE FROM OTHER BUSINESS ENTITIES;
10 AMENDING SECTION 53-3-303, IDAHO CODE, AS ADDED BY SECTION 2, CHAPTER 65,
11 LAWS OF 1998, TO REQUIRE THAT PARTNERSHIPS USE NAMES DISTINGUISHABLE FROM
12 OTHER BUSINESS ENTITIES; AMENDING SECTION 53-643C, IDAHO CODE, TO REQUIRE
13 THAT THE NAME OF A LIMITED LIABILITY COMPANY REINSTATED AFTER DISSOLUTION
14 BE DISTINGUISHABLE FROM OTHER BUSINESS ENTITIES; AND PROVIDING EFFECTIVE
15 DATES.
16 Be It Enacted by the Legislature of the State of Idaho:
17 SECTION 1. That Section 30-1-1422, Idaho Code, be, and the same is hereby
18 amended to read as follows:
19 30-1-1422. REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (1) A cor-
20 poration administratively dissolved under section 30-1-1421, Idaho Code, may
21 apply to the secretary of state for reinstatement within ten (10) years after
22 the effective date of dissolution. The application must:
23 (a) Recite the name of the corporation at the time of its dissolution and
24 the date of its incorporation;
25 (b) State that the corporation applies for reinstatement;
26 (c) If the corporation's name or one deceptively similar thereto has been
27 appropriated by another entity whose organizational documents are filed
28 with the secretary of state, be accompanied either by a consent to the use
29 of a deceptively similar name executed by the other entity or by articles
30 of amendment by which the corporation adopts a new name which complies
31 with State that the corporation's proposed name satisfies the requirements
32 of section 30-1-401, Idaho Code; and
33 (d) Be accompanied by a current annual report, appointment of registered
34 agent or articles of amendment to extend the corporate existence, as
35 appropriate to the reason for administrative dissolution.
36 (2) If the secretary of state determines that the application contains
37 the information required by subsection (1) of this section and that the infor-
38 mation is correct, he shall cancel the dissolution and prepare a certificate
39 of reinstatement that recites the fact and effective date of the reinstate-
40 ment, file a copy thereof and return the original to the corporation.
41 (3) When the reinstatement is effective, it relates back to and takes
42 effect as of the effective date of the administrative dissolution and the cor-
43 poration resumes carrying on its business as if the administrative dissolution
2
1 had never occurred.
2 SECTION 2. That Section 30-1-1506, Idaho Code, be, and the same is hereby
3 amended to read as follows:
4 30-1-1506. CORPORATE NAME OF FOREIGN CORPORATION. (1) If the corporate
5 name of a foreign corporation does not satisfy the requirements of section
6 30-1-401, Idaho Code, the foreign corporation to obtain or maintain a certifi-
7 cate of authority to transact business in this state must either:
8 (a) May aAdd the word "corporation," "incorporated," "company," or
9 "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," to its
10 corporate name for use in this state; or
11 (b) May uUse a fictitious name to transact business in this state if its
12 real name is unavailable and it delivers to the secretary of state for
13 filing a copy of the resolution of its board of directors, certified by
14 its secretary, adopting the fictitious name.
15 (2) Except as authorized by subsections (3) and (4) of this section, the
16 corporate name, including a fictitious name, of a foreign corporation must not
17 be the same as or deceptively similar to distinguishable upon the records of
18 the secretary of state from:
19 (a) The name of any corporation, limited liability company, limited part-
20 nership or limited liability partnership organized under the laws of this
21 state or authorized to transact business in this state;
22 (b) A reserved or registered name for a corporation, limited liability
23 company or limited partnership; or
24 (c) The fictitious name of another foreign corporation authorized to
25 transact business in this state.
26 (3) A foreign corporation may apply to the secretary of state for autho-
27 rization to use in this state a name which is deceptively similar to the name
28 of another corporation, limited liability company, limited partnership or lim-
29 ited liability partnership which is organized under the laws of this state or
30 which is authorized to transact business in this not distinguishable upon the
31 records of the secretary of state from the name of any other legal entity
32 whose organizational documents are filed with the secretary of state. The sec-
33 retary of state shall authorize use of the name applied for if:
34 (a) The other entity consents to the use in writing and submits an under-
35 taking in a form satisfactory to the secretary of state to change its name
36 to a name that is distinguishable upon the records of the secretary of
37 state from the applying corporation; or
38 (b) The applicant delivers to the secretary of state a certified copy of
39 a final judgment of a court of competent jurisdiction establishing the
40 applicant's right to use the name in this state.
41 (4) A foreign corporation may use in this state a name which is the same
42 as the name, including the fictitious name, of another domestic or foreign
43 corporation or limited liability company organized under the laws of this
44 state or authorized to transact business in this state, if the foreign corpo-
45 ration:
46 (a) Has been formed by reorganization of the other entity; or
47 (b) Has acquired all or substantially all of the assets, including the
48 name, of the other entity.
49 (5) If a foreign corporation authorized to transact business in this
50 state changes its corporate name to one that does not satisfy the requirements
51 of section 30-1-401, Idaho Code, it may not transact business in this state
52 under the changed name, and it shall adopt a name satisfying the requirements
53 of section 30-1-401, Idaho Code, and obtain an amended certificate of author-
3
1 ity under section 30-1-1504, Idaho Code.
2 SECTION 3. That Section 30-3-121, Idaho Code, be, and the same is hereby
3 amended to read as follows:
4 30-3-121. CORPORATE NAME OF FOREIGN CORPORATION. (1) If the corporate
5 name of a foreign corporation does not satisfy the requirements of section
6 30-3-27, Idaho Code, the foreign corporation, to obtain or maintain a certifi-
7 cate of authority to transact business in this state, may use a fictitious
8 name to transact business in this state if its real name is unavailable and it
9 delivers to the secretary of state for filing a copy of the resolution of its
10 board of directors, certified by its secretary, adopting the fictitious name.
11 (2) Except as authorized in subsections (3) and (4) of this section, the
12 corporate name, including a fictitious name, of a foreign corporation must not
13 be the same as, or deceptively similar to distinguishable upon the records of
14 the secretary of state from:
15 (a) The corporate name of a nonprofit or business corporation incorpo-
16 rated or authorized to transact business in this state;
17 (b) A corporate name reserved or registered under section 30-3-28 or
18 30-3-29, Idaho Code; and
19 (c) The fictitious name of another foreign business or nonprofit corpora-
20 tion authorized to transact business in this state.
21 (3) A foreign corporation may apply to the secretary of state for autho-
22 rization to use in this state the name of another corporation, incorporated or
23 authorized to transact business in this state, that is not distinguishable
24 upon the records of the secretary of state from the name applied for. The
25 secretary of state shall authorize use of the name applied for if:
26 (a) The other corporation consents to the use in writing and submits an
27 undertaking in form satisfactory to the secretary of state to change its
28 name to a name that is distinguishable upon the records of the secretary
29 of state from the name of the applying corporation; or
30 (b) The applicant delivers to the secretary of state a certified copy of
31 a final judgment of a court of competent jurisdiction establishing the
32 applicant's right to use the name applied for in this state.
33 (4) A foreign corporation may use in this state the name, including the
34 fictitious name, of another domestic or foreign business or nonprofit corpora-
35 tion that is used in this state if the other corporation is incorporated or
36 authorized to transact business in this state and the foreign corporation:
37 (a) Has merged with the other corporation;
38 (b) Has been formed by reorganization of the other corporation; or
39 (c) Has acquired all or substantially all of the assets, including the
40 corporate name, of the other corporation.
41 (5) If a foreign corporation authorized to transact business in this
42 state changes its corporate name to one that does not satisfy the requirements
43 of section 30-3-27, Idaho Code, it shall not transact business in this state
44 under the changed name until it adopts a name satisfying the requirements of
45 section 30-3-27, Idaho Code, and obtains an amended certificate of authority
46 under section 30-3-119, Idaho Code.
47 SECTION 4. That Section 53-3-303, Idaho Code, as added by Section 2,
48 Chapter 65, Laws of 1998, be, and the same is hereby amended to read as fol-
49 lows:
50 53-3-303. STATEMENT OF PARTNERSHIP AUTHORITY. (a) A partnership may file
51 a statement of partnership authority, which:
4
1 (1) Must include:
2 (i) The name of the partnership which shall not include words of
3 organization which deceptively imply that the partnership is a dif-
4 ferent kind of legal entity and shall not must be the same as or
5 deceptively similar to distinguishable upon the records of the secre-
6 tary of state from the name of any other legal entity whose organiza-
7 tional documents are filed with the secretary of state, unless such
8 other entity consents in writing to the use of the name;
9 (ii) The street address of its chief executive office and of one (1)
10 office in this state, if there is one;
11 (iii) The names and mailing addresses of all of the partners or of an
12 agent appointed and maintained by the partnership for the purpose of
13 subsection (b) of this section; and
14 (iv) The names of the partners authorized to execute an instrument
15 transferring real property held in the name of the partnership; and
16 (2) May state the authority, or limitations on the authority, of some or
17 all of the partners to enter into other transactions on behalf of the
18 partnership and any other matter.
19 (b) If a statement of partnership authority names an agent, the agent
20 shall maintain a list of the names and mailing addresses of all of the part-
21 ners and make it available to any person on request for good cause shown, and
22 shall be authorized to accept service of process on behalf of the partnership.
23 (c) If a filed statement of partnership authority is executed pursuant to
24 section 53-3-105(b), Idaho Code, and states the name of the partnership but
25 does not contain all of the other information required by subsection (a) of
26 this section, the statement nevertheless operates with respect to a person not
27 a partner as provided in subsections (d) and (e) of this section.
28 (d) A grant of authority contained in a filed statement of partnership
29 authority is conclusive in favor of a person who gives value without knowledge
30 to the contrary, so long as and to the extent that a limitation on that
31 authority is not then contained in another filed statement. A filed cancella-
32 tion of a limitation on authority revives the previous grant of authority.
33 (e) A person not a partner is deemed to know of a limitation on the
34 authority of a partner to transfer real property held in the name of the part-
35 nership if a statement containing the limitation has been filed in the office
36 of the secretary of state.
37 (f) Except as otherwise provided in subsections (d) and (e) of this sec-
38 tion and sections 53-3-704 and 53-3-805, Idaho Code, a person not a partner is
39 not deemed to know of a limitation on the authority of a partner merely
40 because the limitation is contained in a filed statement.
41 SECTION 5. That Section 53-643C, Idaho Code, be, and the same is hereby
42 amended to read as follows:
43 53-643C. REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (1) A lim-
44 ited liability company administratively dissolved under section 53-643B, Idaho
45 Code, may apply to the secretary of state for reinstatement within ten (10)
46 years after the effective date of dissolution. The application must:
47 (a) Recite the name of the limited liability company at the time of its
48 dissolution and the date of its organization;
49 (b) State that the limited liability company applies for reinstatement;
50 (c) If the limited liability company's name or one deceptively similar
51 thereto has been appropriated by another entity whose organizational docu-
52 ments are filed with the secretary of state, be accompanied either by a
53 consent to the use of a deceptively similar name executed by the other
5
1 entity or by articles of amendment by which the limited liability company
2 adopts a new name which complies with State that the proposed name of the
3 limited liability company satisfies the requirements of section 53-602,
4 Idaho Code; and
5 (d) Be accompanied by a current annual report or appointment of regis-
6 tered agent, as appropriate to the reason for administrative dissolution.
7 (2) If the secretary of state determines that the application contains
8 the information required by subsection (1) of this section and that the infor-
9 mation is correct, he shall cancel the dissolution and prepare a certificate
10 of reinstatement that recites the fact and effective date of the reinstate-
11 ment, file a copy thereof and return the original to the limited liability
12 company.
13 (3) When the reinstatement is effective, it relates back to and takes
14 effect as of the effective date of the administrative dissolution and the lim-
15 ited liability company resumes carrying on its business as if the administra-
16 tive dissolution had never occurred.
17 SECTION 6. Sections 1, 2, 3 and 5 of this act shall be in full force and
18 effect on and after July 1, 2000; and Section 4 of this act shall be in full
19 force and effect on and after January 1, 2001.
STATEMENT OF PURPOSE
RS 10033
The intent of this legislation is to make the basis for rejecting business names by
the Secretary of State uniform among all types of business entities organized in
Idaho or authorized by the Secretary of State to transact business in Idaho. (This
does not include Assumed Business Names.) The forms of business entity in the
bill may, at present, have their names rejected if the name is 'deceptively similar'
to a business name already organized or authorized by the Secretary of State.
Under the bill, these businesses could not have their chosen name rejected unless
the name cannot be distinguished from the name of another entity already filed in
the records of the Secretary of State. This is follow-up legislation to House Bill
222 of 1999.
FISCAL IMPACT
None.
Contact: Chuck Goodenough
Deputy Secretary of State, Commercial Division
(208) 334-2301
STATEMENT OF PURPOSE/FISCAL NOTE H 617