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H0221......................................................by STATE AFFAIRS CORPORATIONS - Amends existing law relating to annual reports filed with the Secretary of State by business corporations, nonprofit corporations, limited liability companies and limited liability partnerships to permit annual reports to be filed electronically; to specify information required in the annual report; and to provide the time for filing by limited liability partnerships. 02/15 House intro - 1st rdg - to printing 02/16 Rpt prt - to St Aff 02/28 Rpt out - rec d/p - to 2nd rdg 03/01 2nd rdg - to 3rd rdg 03/07 3rd rdg - PASSED - 65-0-5 AYES -- Anderson, Andrus, Barraclough, Barrett, Bastian, Bayer, Bedke, Bell, Bilbao, Black, Block, Boe, Bolz, Bradford, Chadderdon, Clark, Collins, Crow, Deal, Denney, Edmunson, Ellsworth, Eskridge, Field(18), Field(23), Garrett, Hart, Harwood, Henbest, Henderson, Jaquet, Jones, Kemp, LeFavour, Loertscher, Martinez, Mathews, McGeachin, McKague, Miller, Mitchell, Moyle, Nielsen, Nonini, Pasley-Stuart, Pence, Raybould, Ring, Ringo, Roberts, Rusche, Rydalch, Sali, Sayler, Shepherd(2), Shepherd(8), Shirley, Skippen, Smith(30), Smith(24), Smylie, Snodgrass, Trail, Wills, Mr. Speaker NAYS -- None Absent and excused -- Cannon, Lake, Schaefer, Stevenson, Wood Floor Sponsor - Smith(30) Title apvd - to Senate 03/08 Senate intro - 1st rdg - to St Aff 03/22 Rpt out - rec d/p - to 2nd rdg 03/23 2nd rdg - to 3rd rdg 03/24 3rd rdg - PASSED - 34-0-0, 1 vacancy AYES -- Andreason, Brandt, Broadsword, Bunderson, Burkett, Burtenshaw, Cameron, Coiner, Compton, Corder, Darrington, Davis, Gannon, Geddes, Goedde, Hill, Jorgenson, Kelly, Keough, Langhorst, Little, Lodge, Malepeai, Marley, McGee, McKenzie, Pearce, Richardson, Schroeder, Stegner, Stennett, Sweet, Werk, Williams NAYS -- None Absent and excused -- (District 21 seat vacant) Floor Sponsor - Little Title apvd - to House 03/24 To enrol 03/28 Rpt enrol - Sp signed 03/29 Pres signed 03/30 To Governor 04/05 Governor signed Session Law Chapter 274 Effective: 07/01/05
]]]] LEGISLATURE OF THE STATE OF IDAHO ]]]] Fifty-eighth Legislature First Regular Session - 2005IN THE HOUSE OF REPRESENTATIVES HOUSE BILL NO. 221 BY STATE AFFAIRS COMMITTEE 1 AN ACT 2 RELATING TO ANNUAL REPORTS FILED WITH THE SECRETARY OF STATE BY FORMALLY ORGA- 3 NIZED BUSINESS ENTITIES; AMENDING SECTION 30-1-1622, IDAHO CODE, TO PERMIT 4 BUSINESS CORPORATIONS TO FILE ANNUAL REPORTS ELECTRONICALLY; AMENDING SEC- 5 TION 30-3-136, IDAHO CODE, TO PERMIT NONPROFIT CORPORATIONS TO FILE ANNUAL 6 REPORTS ELECTRONICALLY; AMENDING SECTION 53-613, IDAHO CODE, TO PERMIT 7 LIMITED LIABILITY COMPANIES TO FILE ANNUAL REPORTS ELECTRONICALLY; AND 8 AMENDING SECTION 53-3-1003, IDAHO CODE, TO SPECIFY INFORMATION REQUIRED IN 9 THE ANNUAL REPORT, TO PROVIDE THE TIME FOR FILING AND TO PERMIT LIMITED 10 LIABILITY PARTNERSHIPS TO FILE ANNUAL REPORTS ELECTRONICALLY. 11 Be It Enacted by the Legislature of the State of Idaho: 12 SECTION 1. That Section 30-1-1622, Idaho Code, be, and the same is hereby 13 amended to read as follows: 14 30-1-1622. 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 for filing an annual report on 17 a form provided by the secretary of state that sets forth: 18 (a) The name of the corporation and the state or country under whose law 19 it is incorporated; 20 (b) The address of its registered office and the name of its registered 21 agent at that office in this state; 22 (c) The address to which correspondence to the corporation's officers may 23 be mailed; and 24 (d) The names and business addresses of its directors and its president 25 and secretary. 26 (2) Information in the annual report must be current as of the date the 27 annual report is executed on behalf of the corporation. 28 (3) The annual report shall be executed by one (1) of the persons identi- 29 fied in section 30-1-120, Idaho Code, or by another person who is authorized 30 by the board of directors to execute the report. Execution of the annual 31 report constitutes a representation that the person is authorized by the board 32 of directors to execute the report. 33 (4) No annual report need be filed during the first year after a corpora- 34 tion is incorporated or authorized to transact business in this state. The 35 first, and all subsequent annual reports shall be delivered to the secretary 36 of state each year before the end of the month during which a domestic corpo- 37 ration was initially incorporated or a foreign corporation was initially 38 authorized to transact business. 39 (5) If an annual report does not contain the information required by this 40 section, the secretary of state shall promptly notify the reporting domestic 41 or foreign corporation in writing and return the report to it for correction. 42 If the report is corrected to contain the information required by this section 43 and delivered to the secretary of state within thirty (30) days after the 2 1 effective date of notice, it is deemed to be timely filed. 2 (6)The secretary of state may, in his discretion, develop an alternative3electronic method for distributing annual report forms and accepting complete4and correct annual reports online. Such electronic forms shall require the5same information provided in subsection (1) of this section. In the absence6of execution, authentication of the annual reports shall be accomplished in a7manner within the discretion ofAnnual reports may be filed electronically by 8 domestic or foreign corporations by following the online filing instructions 9 provided by the secretary of state. 10 SECTION 2. That Section 30-3-136, Idaho Code, be, and the same is hereby 11 amended to read as follows: 12 30-3-136. ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo- 13 ration, and each foreign corporation authorized to transact business in this 14 state, shall deliver to the secretary of state an annual report on a form pre- 15 scribed and furnished by the secretary of state. 16 (2) The information in the annual report must be current on the date the 17 annual report is executed on behalf of the corporation. 18 (3) The annual report shall be executed by one (1) of the persons identi- 19 fied in section 30-3-2, Idaho Code, or by another person who is authorized by 20 the board of directors to execute the report. Execution of the annual report 21 constitutes a representation that the person is authorized by the board of 22 directors. 23 (4) No annual report need be filed during the first year after a corpora- 24 tion is incorporated or authorized to transact business in this state. The 25 first, and all subsequent annual reports shall be delivered to the secretary 26 of state each year before the end of the month during which a domestic corpo- 27 ration was initially incorporated or a foreign corporation was initially 28 authorized to transact business. 29 (5) If an annual report does not contain the information required in this 30 section, the secretary of state shall promptly notify the reporting domestic 31 or foreign corporation in writing and return the report to it for correction. 32 If the report is corrected to contain the information required in this section 33 and delivered to the secretary of state within thirty (30) days after the 34 effective date of notice, it is deemed to be timely filed. 35 (6)The secretary of state may, in his discretion, develop an alternative36electronic method for distributing annual report forms and accepting complete37and correct annual reports online. Such electronic forms shall require the38same information provided in subsection (1) of this section. In the absence of39execution, authentication of the annual reports shall be accomplished in a40manner within the discretion ofAnnual reports may be filed electronically by 41 domestic or foreign corporations by following the online filing instructions 42 provided by 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 5 of 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 alternative32electronic method for distributing annual report forms and accepting complete33and correct annual reports online. Such electronic forms shall require the34same information provided in subsection (1) of this section. In the absence of35execution, authentication of the annual reports shall be accomplished in a36manner within the discretion ofAnnual reports may be filed electronically by 37 domestic or foreign limited liability companies by following the online filing 38 instructions provided by the secretary of state. 39 SECTION 4. That Section 53-3-1003, Idaho Code, be, and the same is hereby 40 amended to read as follows: 41 53-3-1003. ANNUAL REPORT. (a) A limited liability partnership, and a for- 42 eign limited liability partnership authorized to transact business in this 43 state, shall file an annual report in the office of the secretary of state 44 which contains: 45 (1) The name of the limited liability partnership and the state or other 46 jurisdiction under whose laws the foreign limited liability partnership is 47 formed; 48 (2) The name and mailing address of no less than two (2) partners; 49 (3) The street address of the partnership's chief executive office and, 50 if different, the mailing address of an office of the partnership to which 51 mail may be sent; and 52 (34) The name and street address of the partnership's current agent for 53 service of process. 4 1 (b)An annual report must be filed between January 1 and November 30 of2each year following the calendar year in which a partnership files a statement3of qualification or a foreign partnership becomes authorized to transact busi-4ness in this stateNo annual report need be filed during the first year after 5 a limited liability partnership is qualified or authorized to transact busi- 6 ness in this state. The first, and all subsequent annual reports shall be 7 delivered to the secretary of state each year before the end of the month dur- 8 ing which a limited liability partnership was initially qualified or a foreign 9 limited liability partnership was initially authorized to transact business. 10 If an annual report does not contain the information required by this section, 11 the secretary of state shall promptly notify the reporting domestic or foreign 12 limited liability partnership in writing and return the report to it for cor- 13 rection. If the report is corrected to contain the information required by 14 this section and delivered to the secretary of state within thirty (30) days 15 after the effective date of notice, it is deemed to be timely filed. 16 (c)The secretary of state may, in his discretion, develop an alternative17electronic method for distributing annual report forms and accepting complete18and correct annual reports online. Such electronic forms shall require the19same information provided in subsection (a) of this section. In the absence of20execution, authentication of the annual reports shall be accomplished in a21manner within the discretion ofAnnual reports may be filed electronically by 22 domestic or foreign limited liability partnerships by following the online 23 filing instructions provided by the secretary of state.
STATEMENT OF PURPOSE RS 14918 The intent of this legislation is to authorize the electronic filing of annual reports by formally organized business entities with the Secretary of State. These (7.5" by 4.6") reports contain very minimal information about officers, directors and registered agents. The bill also brings the timing of filings and filing requirements for limited liability partnerships into line with other business entities. The process should be much more convenient for businesses and, if used in sufficient numbers, should reduce the workload in the Commercial Division of the Secretary of State's Office. FISCAL NOTE The fiscal impact is difficult to calculate because the filing process brings in no funds and it is impossible to determine what percentage of companies will file electronically. Contact Name: Chuck Goodenough Deputy Secretary of State Commercial Division Phone: 208-334-2301 STATEMENT OF PURPOSE/FISCAL NOTE H 221