2005 Legislation
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HOUSE BILL NO. 221 – Corporation rpts, electronicfiling

HOUSE BILL NO. 221

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Bill Status



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

Bill Text


                                                                        
                                                                        
  ]]]]              LEGISLATURE OF THE STATE OF IDAHO             ]]]]
 Fifty-eighth Legislature                   First Regular Session - 2005
                                                                        
                                                                        
                              IN 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 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  (1) of this section. In  the  absence
  6    of  execution, authentication of the annual reports shall be accomplished in a
  7    manner within the discretion of Annual 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 alternative
 36    electronic method for distributing annual report forms and accepting  complete
 37    and  correct  annual  reports  online. Such electronic forms shall require the
 38    same information provided in subsection (1) of this section. In the absence of
 39    execution, authentication of the annual reports shall  be  accomplished  in  a
 40    manner  within the discretion of Annual 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 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 Annual 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  of
  2    each year following the calendar year in which a partnership files a statement
  3    of qualification or a foreign partnership becomes authorized to transact busi-
  4    ness  in this state No 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 alternative
 17    electronic method for distributing annual report forms and accepting  complete
 18    and  correct  annual  reports  online. Such electronic forms shall require the
 19    same information provided in subsection (a) of this section. In the absence of
 20    execution, authentication of the annual reports shall  be  accomplished  in  a
 21    manner  within the discretion of Annual 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 / Fiscal Impact



                       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