View Daily Data Tracking History
View Bill Text
View Statement of Purpose / Fiscal Impact
H0314......................................................by STATE AFFAIRS
CORPORATE ANNUAL REPORTS - FILING - Amends existing law to authorize the
Secretary of State to develop and implement a method of filing corporate
annual reports electronically; and to delete a requirement for reinstating
a limited liability partnership.
02/28 House intro - 1st rdg - to printing
03/03 Rpt prt - to St Aff
03/05 Rpt out - rec d/p - to 2nd rdg
03/06 2nd rdg - to 3rd rdg
03/11 3rd rdg - PASSED - 69-0-1
AYES -- Andersen, Barraclough, Barrett, Bauer, Bedke, Bell, Bieter,
Black, Block, Boe, Bolz, Bradford, Campbell, Cannon, Clark, Collins,
Cuddy, Deal, Denney, Douglas, Eberle, Edmunson, Ellsworth, Eskridge,
Field(18), Field(23), Gagner, Garrett, Harwood, Henbest, Jaquet,
Jones, Kellogg, Kulczyk, Lake, Langford, Langhorst(Wallace),
Martinez, McGeachin, McKague, Meyer, Miller, Mitchell, Moyle,
Naccarato, Nielsen, Raybould, Ridinger, Ring, Ringo, Roberts,
Robison, Rydalch, Sali, Sayler, Schaefer, Shepherd, Shirley, Skippen,
Smith(30), Smith(24), Smylie, Snodgrass, Stevenson, Tilman, Trail,
Wills, Wood, Mr. Speaker
NAYS -- None
Absent and excused -- Crow
Floor Sponsor - Ellsworth
Title apvd - to Senate
03/12 Senate intro - 1st rdg - to St Aff
03/19 Rpt out - rec d/p - to 2nd rdg
03/20 2nd rdg - to 3rd rdg
03/24 3rd rdg - PASSED - 32-0-3
AYES -- Andreason, Bailey, Brandt, Bunderson, Burkett, Burtenshaw,
Cameron, Compton, Darrington, Gannon, Geddes, Goedde, Hill, Ingram,
Kennedy, Keough, Little, Lodge, Malepeai, Marley, McKenzie,
McWilliams, Noble, Noh, Pearce, Richardson, Schroeder, Sorensen,
Stegner, Stennett, Sweet, Werk
NAYS -- None
Absent and excused -- Calabretta, Davis, Williams
Floor Sponsor - Little
Title apvd - to House
03/25 To enrol
03/26 Rpt enrol - Sp signed
03/27 Pres signed
03/28 To Governor
04/02 Governor signed
Session Law Chapter 207
Effective: 07/01/03
|||| LEGISLATURE OF THE STATE OF IDAHO ||||
Fifty-seventh Legislature First Regular Session - 2003
IN THE HOUSE OF REPRESENTATIVES
HOUSE BILL NO. 314
BY STATE AFFAIRS COMMITTEE
1 AN ACT
2 RELATING TO THE ELECTRONIC FILING OF ANNUAL REPORTS WITH THE SECRETARY OF
3 STATE; AMENDING SECTION 30-1-1622, IDAHO CODE, TO AUTHORIZE THE SECRETARY
4 OF STATE TO DEVELOP AND IMPLEMENT A METHOD OF FILING CORPORATE ANNUAL
5 REPORTS ELECTRONICALLY AND TO CORRECT A CODIFIER'S ERROR; AMENDING SECTION
6 30-3-136, IDAHO CODE, TO AUTHORIZE THE SECRETARY OF STATE TO DEVELOP AND
7 IMPLEMENT A METHOD OF FILING CORPORATE ANNUAL REPORTS ELECTRONICALLY AND
8 TO CORRECT A CODIFIER'S ERROR; AMENDING SECTION 53-613, IDAHO CODE, TO
9 AUTHORIZE THE SECRETARY OF STATE TO DEVELOP AND IMPLEMENT A METHOD OF FIL-
10 ING CORPORATE ANNUAL REPORTS ELECTRONICALLY; AMENDING SECTION 53-3-1003,
11 IDAHO CODE, TO AUTHORIZE THE SECRETARY OF STATE TO DEVELOP AND IMPLEMENT A
12 METHOD OF FILING CORPORATE ANNUAL REPORTS ELECTRONICALLY; AND AMENDING
13 SECTION 53-3-1003A, IDAHO CODE, TO DELETE A REQUIREMENT FOR REINSTATING A
14 LIMITED LIABILITY PARTNERSHIP.
15 Be It Enacted by the Legislature of the State of Idaho:
16 SECTION 1. That Section 30-1-1622, Idaho Code, be, and the same is hereby
17 amended to read as follows:
18 30-1-1622. ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
19 ration, and each foreign corporation authorized to transact business in this
20 state, shall deliver to the secretary of state for filing an annual report on
21 a form provided 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 corpora-
38 tion is incorporated or authorized to transact business in this state. The
39 first, and all subsequent annual reports shall be delivered to the secretary
40 of state each year before the end of the month during which a domestic corpo-
41 ration was initially incorporated or a foreign corporation was initially
42 authorized to transact business.
43 (5) If an annual report does not contain the information required by this
2
1 section, the secretary of state shall promptly notify the reporting domestic
2 or foreign corporation in writing and return the report to it for correction.
3 If the report is corrected to contain the information required by this section
4 and delivered to the secretary of state within thirty (30) days after the
5 effective date of notice, it is deemed to be timely filed.
6 (6) The secretary of state may, in his discretion, develop an alternative
7 electronic method for distributing annual report forms and accepting complete
8 and correct annual reports online. Such electronic forms shall require the
9 same information provided in subsection (1) of this section. In the absence of
10 execution, authentication of the annual reports shall be accomplished in a
11 manner within the discretion of the secretary of state.
12 SECTION 2. That Section 30-3-136, Idaho Code, be, and the same is hereby
13 amended to read as follows:
14 30-3-136. ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
15 ration, and each foreign corporation authorized to transact business in this
16 state, shall deliver to the secretary of state an annual report on a form pre-
17 scribed and furnished by the secretary of 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 corpora-
26 tion is incorporated or authorized to transact business in this state. The
27 first, and all subsequent annual reports shall be delivered to the secretary
28 of state each year before the end of the month during which a domestic corpo-
29 ration was initially incorporated or a foreign corporation was initially
30 authorized to transact business.
31 (5) If an annual report does not contain the information required in this
32 section, the secretary of state shall promptly notify the reporting domestic
33 or foreign corporation in writing and return the report to it for correction.
34 If the report is corrected to contain the information required in this section
35 and delivered to the secretary of state within thirty (30) days after the
36 effective date of notice, it is deemed to be timely filed.
37 (6) The secretary of state may, in his discretion, develop an alternative
38 electronic method for distributing annual report forms and accepting complete
39 and correct annual reports online. Such electronic forms shall require the
40 same information provided in subsection (1) of this section. In the absence of
41 execution, authentication of the annual reports shall be accomplished in a
42 manner within the discretion of the secretary of state.
43 SECTION 3. That Section 53-613, Idaho Code, be, and the same is hereby
44 amended to read as follows:
45 53-613. ANNUAL REPORT OF DOMESTIC AND FOREIGN LIMITED LIABILITY COMPA-
46 NIES. (1) Each domestic limited liability company, and each foreign limited
47 liability company authorized to do business in this state, shall file an
48 annual report setting forth:
49 (a) The name of the limited liability company and the state or country
50 under the laws of which it is organized;
51 (b) The address of the registered office of the limited liability company
3
1 in this state, and the name of its registered agent in this state at such
2 address, and the address of its principal office;
3 (c) If the management of the limited liability company is vested in its
4 members, the name and address of one (1) or more of the current members of
5 the limited liability company;
6 (d) If the management of the limited liability company is vested in a
7 manager or managers, the name and address of one (1) or more of the cur-
8 rent managers of the limited liability company.
9 (2) Such annual report shall be made on a form prescribed and furnished
10 by the secretary of state, and the information therein contained shall be
11 given as of the date of the execution of the report. It shall be executed for
12 the limited liability company by a person authorized by the members if manage-
13 ment is vested in the members, or by a person authorized by the managers if
14 management is vested in the managers. Execution by such a person constitutes a
15 representation that the authority was granted. If the limited liability com-
16 pany is in the hands of a receiver or trustee, it shall be executed on behalf
17 of the limited liability company by such receiver or trustee.
18 (3) The annual report of a domestic or foreign limited liability company
19 shall be delivered to the secretary of state each year before the end of the
20 month during which a domestic limited liability company was initially orga-
21 nized, or a foreign limited liability company was initially authorized to
22 transact business. Beginning one (1) year after a domestic limited liability
23 company is organized or a foreign limited liability company is authorized to
24 transact business, and each year thereafter, the annual report of the limited
25 liability company must be received in the office of the secretary of state not
26 later than the close of business on the final day of the applicable month. If
27 the secretary of state finds that such report conforms to the requirements of
28 this chapter, he shall file the same. If he finds that it does not so conform,
29 he shall promptly return the same to the limited liability company for any
30 necessary corrections.
31 (4) The secretary of state may, in his discretion, develop an alternative
32 electronic method for distributing annual report forms and accepting complete
33 and correct annual reports online. Such electronic forms shall require the
34 same information provided in subsection (1) of this section. In the absence of
35 execution, authentication of the annual reports shall be accomplished in a
36 manner within the discretion of the secretary of state.
37 SECTION 4. That Section 53-3-1003, Idaho Code, be, and the same is hereby
38 amended to read as follows:
39 53-3-1003. ANNUAL REPORT. (a) A limited liability partnership, and a for-
40 eign limited liability partnership authorized to transact business in this
41 state, shall file an annual report in the office of the secretary of state
42 which contains:
43 (1) The name of the limited liability partnership and the state or other
44 jurisdiction under whose laws the foreign limited liability partnership is
45 formed;
46 (2) The street address of the partnership's chief executive office and,
47 if different, the mailing address of an office of the partnership to which
48 mail may be sent; and
49 (3) The name and street address of the partnership's current agent for
50 service of process.
51 (b) An annual report must be filed between January 1 and November 30 of
52 each year following the calendar year in which a partnership files a statement
53 of qualification or a foreign partnership becomes authorized to transact busi-
4
1 ness in this state.
2 (c) The secretary of state may, in his discretion, develop an alternative
3 electronic method for distributing annual report forms and accepting complete
4 and correct annual reports online. Such electronic forms shall require the
5 same information provided in subsection (a) of this section. In the absence of
6 execution, authentication of the annual reports shall be accomplished in a
7 manner within the discretion of the secretary of state.
8 SECTION 5. That Section 53-3-1003A, Idaho Code, be, and the same is
9 hereby amended to read as follows:
10 53-3-1003A. REVOCATION OF STATEMENT OF QUALIFICATION. (a) The secretary
11 of state may revoke the statement of qualification of a partnership that fails
12 to file an annual report when due or to maintain a registered agent for ser-
13 vice of process in this state. To do so, the secretary of state shall provide
14 the partnership at least sixty (60) days' written notice of intent to revoke
15 the statement. The notice must be mailed to the partnership at its chief exec-
16 utive office set forth in the last filed statement of qualification or annual
17 report. The notice must specify the annual report that has not been filed or
18 that the registered agent has resigned or cannot be found, and the prospective
19 effective date of the revocation. The revocation is not effective if the
20 annual report or an appointment of registered agent, as appropriate, is filed
21 before the effective date of the revocation.
22 (b) A revocation under subsection (a) of this section only affects a
23 partnership's status as a limited liability partnership and is not an event of
24 dissolution of the partnership.
25 (c) A partnership whose statement of qualification has been revoked may
26 apply to the secretary of state for reinstatement within two (2) years after
27 the effective date of the revocation. The application must:
28 (1) State the name of the partnership and the effective date of the revo-
29 cation; and
30 (2) State that the ground for revocation either did not exist or has been
31 corrected; and
32 (3) Be accompanied by a current annual report or appointment of regis-
33 tered agent, as appropriate.
34 (d) A reinstatement under subsection (c) of this section relates back to
35 and takes effect as of the effective date of the revocation, and the
36 partnership's status as a limited liability partnership continues as if the
37 revocation had never occurred.
STATEMENT OF PURPOSE
RS 13053
The purpose of this legislation is to allow the Secretary of
State to develop and implement a method for filing and accepting annual
reports for corporations, non-profit corporations, limited liability
companies and limited liability partnerships.
FISCAL IMPACT
When implemented, and if utilized by entities, electronic filings
should save considerable funds.
Contact
Name: Chuck Goodenough
Deputy Secretary of State
Commercial Division
Phone: 208/332-2301
STATEMENT OF PURPOSE/FISCAL NOTE H 314