2000 Legislation
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HOUSE BILL NO. 617 – Corporation, reinstated, name

HOUSE BILL NO. 617

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Daily Data Tracking History



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

Bill Text


 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 / Fiscal Impact


     
                           
                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