View Bill Status
View Bill Text
View Statement of Purpose / Fiscal Impact
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 - 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
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