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H0619...........................................................by BUSINESS
BUSINESSES - REGISTERED OFFICE - Amends existing law to require street
addresses for registered offices of foreign corporations, foreign nonprofit
corporations, limited partnerships, foreign limited partnerships, limited
liability companies and foreign limited liability companies when making
application to the Office of the Secretary of State.
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 - 63-0-7
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, Jones, Judd, Kellogg,
Kendell, Kunz, Lake, Linford, Loertscher, Mader, McKague, Meyer,
Mortensen, Moss, Moyle, Pearce, Pischner, Pomeroy, Reynolds,
Ridinger, Ringo, Robison, Sali, Schaefer, Sellman, Shepherd, Smith,
Smylie, Stevenson, Stoicheff, Stone, Taylor, Tilman, Trail, Wheeler,
Wood, Zimmermann, Mr Speaker
NAYS -- None
Absent and excused -- Alltus, Barrett, Ellsworth, Henbest, Kempton,
Marley, Montgomery,
Floor Sponsor - Chase
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
03/23 3rd rdg - PASSED - 30-4-1
AYES--Andreason, Boatright, Branch, Bunderson, Burtenshaw, Crow,
Danielson, Darrington, Davis, Deide, Dunklin, Frasure, Geddes,
Ingram, Ipsen, Keough, King-Barrutia, Lee, Noh, Richardson, Riggs,
Risch, Sandy, Schroeder, Sorensen, Stegner, Stennett, Thorne,
Wheeler, Williams
NAYS--Cameron, Hawkins, Parry, Whitworth
Absent and excused--McLaughlin
Floor Sponsor - Stegner
Title apvd - to House
03/24 To enrol
03/27 Rpt enrol - Sp signed
03/28 Pres signed
03/29 To Governor
03/30 Governor signed
Session Law Chapter 124
Effective: Sections 1-7 - 07/01/00
Section 8 - 01/01/01
H0619
|||| LEGISLATURE OF THE STATE OF IDAHO ||||
Fifty-fifth Legislature Second Regular Session - 2000
IN THE HOUSE OF REPRESENTATIVES
HOUSE BILL NO. 619
BY BUSINESS COMMITTEE
1 AN ACT
2 RELATING TO BUSINESS ENTITIES AND THEIR REGISTERED OFFICES AND AGENTS; AMEND-
3 ING SECTION 30-1-1503, IDAHO CODE, TO REQUIRE THAT THE REGISTERED OFFICE
4 OF A FOREIGN CORPORATION HAVE A STREET ADDRESS; AMENDING SECTION 30-3-118,
5 IDAHO CODE, TO REQUIRE THAT THE REGISTERED OFFICE OF A FOREIGN NONPROFIT
6 CORPORATION HAVE A STREET ADDRESS AND TO MAKE A TECHNICAL CORRECTION;
7 AMENDING SECTION 53-208, IDAHO CODE, TO REQUIRE THAT THE REGISTERED AGENT
8 OF A LIMITED PARTNERSHIP HAVE A STREET ADDRESS; AMENDING SECTION 53-249,
9 IDAHO CODE, TO REQUIRE THAT THE REGISTERED AGENT OF A FOREIGN LIMITED
10 PARTNERSHIP HAVE A STREET ADDRESS; AMENDING SECTION 53-604, IDAHO CODE, TO
11 REQUIRE THAT THE REGISTERED AGENT FOR A LIMITED LIABILITY COMPANY HAVE A
12 STREET ADDRESS; AMENDING SECTION 53-608, IDAHO CODE, TO CLARIFY THAT A
13 REGISTERED AGENT FOR A LIMITED LIABILITY COMPANY MUST HAVE A STREET
14 ADDRESS; AMENDING SECTION 53-651, IDAHO CODE, TO REQUIRE THAT THE REGIS-
15 TERED AGENT FOR A FOREIGN LIMITED LIABILITY COMPANY HAVE A STREET ADDRESS;
16 AMENDING SECTION 53-3-1001B, IDAHO CODE, AS ADDED BY SECTION 2, CHAPTER
17 65, LAWS OF 1998, TO CLARIFY THAT THE REGISTERED AGENT FOR A LIMITED LIA-
18 BILITY PARTNERSHIP MUST HAVE A STREET ADDRESS; AND PROVIDING EFFECTIVE
19 DATES.
20 Be It Enacted by the Legislature of the State of Idaho:
21 SECTION 1. That Section 30-1-1503, Idaho Code, be, and the same is hereby
22 amended to read as follows:
23 30-1-1503. APPLICATION FOR CERTIFICATE OF AUTHORITY. (1) A foreign corpo-
24 ration may apply for a certificate of authority to transact business in this
25 state by delivering an application to the secretary of state for filing. The
26 application must set forth:
27 (a) The name of the foreign corporation or, if its name is unavailable
28 for use in this state, a corporate name that satisfies the requirements of
29 section 30-1-1506, Idaho Code;
30 (b) The name of the state or country under whose law it is incorporated;
31 (c) Its date of incorporation;
32 (d) The street address of its principal office;
33 (e) The street address of its registered office in this state and the
34 name of its registered agent at that office; and
35 (f) The names and usual business addresses of its current directors and
36 officers.
37 (2) The foreign corporation shall deliver with the completed application
38 a certificate of existence, or a document of similar import, duly authenti-
39 cated by the secretary of state or other official having custody of corporate
40 records in the state or country under whose law it is incorporated.
41 SECTION 2. That Section 30-3-118, Idaho Code, be, and the same is hereby
42 amended to read as follows:
2
1 30-3-118. APPLICATION OF FOREIGN CORPORATION FOR CERTIFICATE OF AUTHOR-
2 ITY. (1) A foreign corporation may apply for a certificate of authority to
3 transact business in this state by delivering an application to the secretary
4 of state. The application must set forth:
5 (a) The name of the foreign corporation or, if its name is unavailable
6 for use in this state, a corporate name that satisfies the requirements of
7 section 30-3-121, Idaho Code;
8 (b) The name of the state or country under whose law it is incorporated;
9 (c) The date of incorporation and period of duration;
10 (d) The street address of its principal office;
11 (e) The street address of its registered office in this state and the
12 name of its registered agent at that office;
13 (f) The names and usual business or home addresses of its current direc-
14 tors and officers;
15 (g) Whether the foreign corporation has members; and.
16 (2) The foreign corporation shall deliver with the completed application
17 a certificate of corporate existence or status, or a document of similar
18 import.
19 SECTION 3. That Section 53-208, Idaho Code, be, and the same is hereby
20 amended to read as follows:
21 53-208. CERTIFICATE OF LIMITED PARTNERSHIP. (a) In order to form a lim-
22 ited partnership, a certificate of limited partnership must be executed and
23 filed in the office of the secretary of state. The certificate shall be on a
24 form prescribed by the secretary of state and shall set forth:
25 (1) The name of the limited partnership;
26 (2) The name and street address of the registered agent for service of
27 process required to be maintained by section 53-204, Idaho Code;
28 (3) The name and the business address of each general partner; and
29 (4) Any other matters the general partners determine to include therein.
30 (b) A limited partnership is formed at the time of the filing of the cer-
31 tificate of limited partnership in the office of the secretary of state or any
32 later time specified in the certificate of limited partnership if, in either
33 case, there has been substantial compliance with the requirements of this sec-
34 tion.
35 SECTION 4. That Section 53-249, Idaho Code, be, and the same is hereby
36 amended to read as follows:
37 53-249. ADMISSION OF FOREIGN LIMITED PARTNERSHIPS. Before transacting
38 business in this state, a foreign limited partnership shall make application
39 to the secretary of state. In order to be admitted, a foreign limited partner-
40 ship shall submit to the secretary of state, in duplicate, an application for
41 registration as a foreign limited partnership, signed by a general partner and
42 setting forth:
43 (1) The name of the foreign limited partnership and, if different, the
44 name under which it proposes to be authorized to transact business in this
45 state;
46 (2) The state and date of its formation;
47 (3) The name and street address of any registered agent for service of
48 process on the foreign limited partnership whom the foreign limited partner-
49 ship elects to appoint; the agent must be an individual resident of this
50 state, a domestic corporation, or a foreign corporation having a place of
51 business in, and authorized to do business in, this state;
3
1 (4) The address of the office required to be maintained in the state of
2 its organization by the laws of that state or, if not so required, of the
3 principal office of the foreign limited partnership;
4 (5) The name and address of each general partner; and
5 (6) The address of the office at which is kept a list of the names and
6 addresses of the limited partners and their capital contributions, together
7 with an undertaking by the foreign limited partnership to keep those records
8 until the foreign limited partnership's registration in this state is can-
9 celled or withdrawn.
10 The application will be accompanied by a certificate certifying to the lawful
11 existence of the limited partnership, issued by the proper officer of the
12 jurisdiction in which the certificate of limited partnership is filed or
13 recorded.
14 SECTION 5. That Section 53-604, Idaho Code, be, and the same is hereby
15 amended to read as follows:
16 53-604. REGISTERED OFFICE AND REGISTERED AGENT. (1) A limited liability
17 company shall continuously maintain in this state:
18 (a) A registered office that may, but need not, be the same as its place
19 of business; and
20 (b) A registered agent for service of process on the limited liability
21 company that is an individual resident of this state, a limited liability
22 company, a foreign limited liability company authorized to transact busi-
23 ness in this state or a corporation formed under the laws of or authorized
24 to transact business in this state. The business office of the registered
25 agent shall be identical with the registered office and shall have a
26 street address.
27 (2) If at any time after filing the articles of organization the limited
28 liability company appoints a new registered agent, the new registered agent
29 shall consent to the appointment either:
30 (a) By signing the annual report or the statement of change of registered
31 office or registered agent by which the change is made; or
32 (b) In a writing which shall be kept available for inspection at the reg-
33 istered office.
34 (3) A limited liability company may change its registered office or reg-
35 istered agent, or both, by indicating the change on the annual report pre-
36 scribed in section 53-613, Idaho Code, or by delivering to the secretary of
37 state a statement setting forth:
38 (a) The name of the limited liability company;
39 (b) The address of its current registered office;
40 (c) If the address of its registered office is to be changed, the street
41 address to which the registered office is to be changed;
42 (d) The name of its current registered agent;
43 (e) If its registered agent is to be changed, the name of its successor
44 registered agent.
45 (4) The change of registered office or registered agent is effective on
46 delivery of the annual report or statement to the secretary of state.
47 (5) A registered agent of a limited liability company may resign as reg-
48 istered agent by delivering a written notice of resignation, executed in
49 duplicate, to the secretary of state. The secretary of state shall mail a
50 copy of the notice to the limited liability company at its registered office.
51 The appointment of the registered agent terminates thirty (30) days after
52 receipt of the notice by the secretary of state or on the appointment of a
53 successor registered agent, whichever occurs first.
4
1 (6) If a registered agent changes its address to another place in this
2 state, it may change the address by delivering a statement to the secretary of
3 state as required in subsection (3) of this section, except that the statement
4 need be signed only by the registered agent. The statement shall recite that a
5 copy of it has been mailed to the limited liability company.
6 SECTION 6. That Section 53-608, Idaho Code, be, and the same is hereby
7 amended to read as follows:
8 53-608. ARTICLES OF ORGANIZATION. The articles of organization shall be
9 set forth in a form prescribed by the secretary of state:
10 (1) A name for the limited liability company that satisfies the require-
11 ments of section 53-602, Idaho Code;
12 (2) The street address of the registered office and the name of the reg-
13 istered agent at that address, as required to be maintained by the provisions
14 of section 53-604, Idaho Code;
15 (3) If management of the limited liability company is vested in a manager
16 or managers, a statement to that effect;
17 (4) If the management of the limited liability company is vested in its
18 members, the name and address of one (1) or more of the initial members of
19 the limited liability company;
20 (5) If the management of the limited liability company is vested in a
21 manager or managers, the name and address of one (1) or more of the initial
22 managers of the limited liability company;
23 (6) If the limited liability company is a professional service limited
24 liability company, the principal profession for which members are duly
25 licensed or otherwise legally authorized to render professional services.
26 SECTION 7. That Section 53-651, Idaho Code, be, and the same is hereby
27 amended to read as follows:
28 53-651. REGISTRATION. Before transacting business in this state, a for-
29 eign limited liability company shall register with the secretary of state by
30 submitting to the secretary of state an original signed copy of an application
31 for registration as a foreign limited liability company, together with a
32 duplicate copy that may be either a signed, photocopied or conformed copy,
33 executed by a person with authority to do so under the laws of the state or
34 other jurisdiction of its formation. The application shall be prescribed by
35 the secretary of state and set forth:
36 (1) The name of the foreign limited liability company and, if different,
37 the name under which it proposes to transact business in this state;
38 (2) The state or other jurisdiction where formed, and date of its forma-
39 tion;
40 (3) The name and street address of a registered agent for service of
41 process required to be maintained by the provisions of section 53-604, Idaho
42 Code;
43 (4) The address of the office required to be maintained in the state or
44 other jurisdiction of its formation by the laws of that state or jurisdiction
45 or, if not so required, of the principal office of the foreign limited liabil-
46 ity company; and
47 (5) The application for registration of a foreign limited liability com-
48 pany shall be accompanied by a certificate from the filing officer in the
49 jurisdiction of creation evidencing that the foreign limited liability company
50 is a "foreign limited liability company" as defined in section 53-601(5),
51 Idaho Code.
5
1 SECTION 8. That Section 53-3-1001B, Idaho Code, as added by Section 2,
2 Chapter 65, Laws of 1998 be, and the same is hereby amended to read as fol-
3 lows:
4 53-3-1001B. CHANGE OF REGISTERED AGENT. (a) A limited liability partner-
5 ship may change its registered agent, or the address of its registered agent,
6 by filing with the office of the secretary of state a statement of change of
7 registered agent, or by specifying in its annual report the change of regis-
8 tered agent or new street address of registered agent.
9 (b) A registered agent may resign as the registered agent for a limited
10 liability partnership by filing with the secretary of state a statement of
11 resignation of registered agent. The secretary of state shall send notice of
12 the resignation to any partner of the limited liability partnership. The res-
13 ignation shall be effective thirty (30) days after filing of the notice of
14 resignation.
15 SECTION 9. Sections 1 through 7 of this act shall be in full force and
16 effect on and after July 1, 2000; section 8 of this act shall be in full force
17 and effect on and after January 1, 2001.
STATEMENT OF PURPOSE
RS 10048
The purpose of this bill is to clarify that the registered agents for all formally
organized business entities are required to file a street address with the Secretary
of State. The forms of business entity in the bill are not expressly required by
statute to file a street address. This is in contrast with other business entities where
such street addresses are required. Given that one of the primary purposes of
registered agents is to insure that entities may, without undue searching
difficulties, be served with process, and that such service cannot be made through
a post office box, these amendments are necessary.
FISCAL IMPACT
None.
Contact: Chuck Goodenough
Deputy Secretary of State, Commercial Division
(208) 334-2301
STATEMENT OF PURPOSE/FISCAL NOTE H 619