2007 Legislation
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SENATE BILL NO. 1169 – Idaho Registered Agents Act

SENATE BILL NO. 1169

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S1169................................................by JUDICIARY AND RULES
IDAHO REGISTERED AGENTS ACT - Amends, repeals and adds to existing law to
set forth the Idaho Registered Agents Act; to provide a short title; to
define terms; to set fees; to provide for addresses in filings; to provide
for appointment of a registered agent; to provide for the listing of a
commercial registered agent; to provide for termination of a listing of a
commercial registered agent; to provide for change of registered agent; to
provide for change of name and address by noncommercial registered agents
and commercial registered agents; to provide for appointment of agent by
certain entities; to provide for service of process on entities; to provide
for duties of registered agents; to provide for jurisdiction and venue; to
provide for application; to provide relation to a federal act; to revise
fees; to require that articles of incorporation provide certain
information; to revise applicable courts; to revise provisions relating to
amendment of articles of incorporation; to revise service of process
provisions and to revise applicable counties for purposes of published
notices.

02/22    Senate intro - 1st rdg - to printing
02/23    Rpt prt - to St Aff
03/05    Rpt out - rec d/p - to 2nd rdg
03/06    2nd rdg - to 3rd rdg
03/08    3rd rdg - PASSED - 34-0-1
      AYES -- Andreason, Bair, Bastian, Bilyeu, Broadsword, Cameron,
      Coiner, Corder, Darrington, Davis, Fulcher, Gannon, Geddes, Goedde,
      Hammond, Heinrich, Hill, Jorgenson, Kelly, Keough, Langhorst, Little,
      Lodge, Malepeai, McGee, McKague, McKenzie, Pearce, Richardson,
      Schroeder, Siddoway, Stegner, Stennett, Werk
      NAYS -- None
      Absent and excused -- Burkett
    Floor Sponsor - Davis
    Title apvd - to House
03/08    House intro - 1st rdg - to Bus
03/16    Rpt out - rec d/p - to 2nd rdg
03/19    2nd rdg - to 3rd rdg
03/22    3rd rdg - PASSED - 67-1-2
      AYES -- Anderson, Andrus, Barrett, Bayer, Bedke, Bell, Bilbao, Black,
      Block, Bock, Boe, Bolz, Brackett, Bradford, Chadderdon, Chavez, Chew,
      Clark, Collins, Crane, Durst, Edmunson, Eskridge, Hagedorn, Hart,
      Harwood, Henbest, Henderson, Jaquet, Killen, King, Kren, Labrador,
      Lake, LeFavour, Loertscher, Marriott, Mathews, McGeachin, Mortimer,
      Nielsen, Nonini, Pasley-Stuart, Patrick, Pence, Raybould, Ring,
      Ringo, Ruchti, Rusche, Sayler, Schaefer, Shepherd(2), Shepherd(8),
      Shirley, Shively, Smith(30), Smith(24), Snodgrass, Stevenson, Thayn,
      Trail, Vander Woude, Wills, Wood(27), Wood(35), Mr. Speaker
      NAYS -- Luker(Luker)
      Absent and excused -- Moyle, Roberts
    Floor Sponsor - Killen
    Title apvd - to Senate
03/23    To enrol
03/26    Rpt enrol - Pres signed - Sp signed - To Governor
03/30    Governor signed
         Session Law Chapter 314
         Effective: 07/01/07

Bill Text


                                                                        
                                                                        
  ]]]]              LEGISLATURE OF THE STATE OF IDAHO             ]]]]
 Fifty-ninth Legislature                   First Regular Session - 2007
                                                                        
                                                                        
                                       IN THE SENATE
                                                                        
                                    SENATE BILL NO. 1169
                                                                        
                              BY JUDICIARY AND RULES COMMITTEE
                                                                        
  1                                        AN ACT
  2    RELATING TO BUSINESS ENTITIES; AMENDING TITLE 30, IDAHO CODE, BY THE  ADDITION
  3        OF  A  NEW  CHAPTER 4, TITLE 30, IDAHO CODE, TO SET FORTH THE IDAHO REGIS-
  4        TERED AGENTS ACT, TO PROVIDE A SHORT TITLE, TO DEFINE TERMS, TO SET  FEES,
  5        TO  PROVIDE FOR ADDRESSES IN FILINGS, TO PROVIDE FOR APPOINTMENT OF A REG-
  6        ISTERED AGENT, TO PROVIDE FOR  THE  LISTING  OF  A  COMMERCIAL  REGISTERED
  7        AGENT,  TO PROVIDE FOR TERMINATION OF A LISTING OF A COMMERCIAL REGISTERED
  8        AGENT, TO PROVIDE FOR CHANGE OF REGISTERED AGENT BY ENTITY, TO PROVIDE FOR
  9        CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED  AGENT,  TO  PROVIDE
 10        FOR  CHANGE  OF NAME, ADDRESS OR TYPE OF ORGANIZATION BY COMMERCIAL REGIS-
 11        TERED AGENT, TO PROVIDE FOR RESIGNATION OF REGISTERED  AGENT,  TO  PROVIDE
 12        FOR APPOINTMENT OF AGENT BY A NONFILING OR NONQUALIFIED FOREIGN ENTITY, TO
 13        PROVIDE  FOR  SERVICE  OF PROCESS ON ENTITIES, TO PROVIDE DUTIES OF REGIS-
 14        TERED AGENTS, TO PROVIDE FOR JURISDICTION AND VENUE, TO PROVIDE  FOR  CON-
 15        SISTENCY  OF APPLICATION, TO PROVIDE RELATION TO A FEDERAL ACT AND TO PRO-
 16        VIDE FOR APPLICATION; AMENDING SECTION 30-1-120,  IDAHO  CODE,  TO  REMOVE
 17        LANGUAGE REFERENCING EXCEPTIONS; AMENDING SECTION 30-1-122, IDAHO CODE, TO
 18        REVISE  FEES;  AMENDING  SECTION  30-1-125, IDAHO CODE, TO REMOVE LANGUAGE
 19        REFERENCING EXCEPTIONS; AMENDING SECTION 30-1-141, IDAHO CODE,  TO  REMOVE
 20        LANGUAGE REFERENCING NOTICES TO REGISTERED OFFICES AND TO MAKE A TECHNICAL
 21        CORRECTION;  AMENDING  SECTION 30-1-202, IDAHO CODE, TO REQUIRE THAT ARTI-
 22        CLES OF INCORPORATION PROVIDE CERTAIN INFORMATION AND TO MAKE A  TECHNICAL
 23        CORRECTION;  REPEALING SECTIONS 30-1-501, 30-1-502, 30-1-503 AND 30-1-504,
 24        RELATING TO REGISTERED OFFICES AND AGENTS OF CORPORATIONS;  AMENDING  SEC-
 25        TIONS  30-1-703,  30-1-720  AND 30-1-809, IDAHO CODE, TO REVISE APPLICABLE
 26        COURTS; AMENDING SECTION  30-1-1005,  IDAHO  CODE,  TO  REVISE  PROVISIONS
 27        RELATING  TO AMENDMENT OF ARTICLES OF INCORPORATION BY BOARD OF DIRECTORS;
 28        AMENDING SECTION 30-1-1107, IDAHO CODE, TO REVISE SERVICE OF PROCESS  PRO-
 29        VISIONS;  AMENDING  SECTION  30-1-1330,  IDAHO  CODE, TO REVISE APPLICABLE
 30        COURTS AND TO MAKE A TECHNICAL  CORRECTION;  AMENDING  SECTION  30-1-1407,
 31        IDAHO  CODE,  TO  REVISE  APPLICABLE  COUNTIES  FOR  PURPOSES OF PUBLISHED
 32        NOTICES; AMENDING SECTION 30-1-1408,  IDAHO  CODE,  TO  REVISE  APPLICABLE
 33        COURTS;  AMENDING  SECTION  30-1-1420,  IDAHO  CODE,  TO  REMOVE  LANGUAGE
 34        REFERENCING REGISTERED OFFICES; AMENDING SECTION 30-1-1421, IDAHO CODE, TO
 35        REVISE  TERMINOLOGY;  AMENDING  SECTION  30-1-1431,  IDAHO CODE, TO REVISE
 36        APPLICABLE COURTS AND TO MAKE A  TECHNICAL  CORRECTION;  AMENDING  SECTION
 37        30-1-1503,  IDAHO  CODE,  TO REQUIRE CERTAIN INFORMATION IN AN APPLICATION
 38        FOR CERTIFICATE OF AUTHORITY; AMENDING SECTION 30-1-1504, IDAHO  CODE,  TO
 39        REQUIRE  CERTAIN  INFORMATION  IN  AN  AMENDED  CERTIFICATE  OF AUTHORITY;
 40        REPEALING SECTIONS 30-1-1507, 30-1-1508 AND 30-1-1509, IDAHO CODE,  RELAT-
 41        ING  TO  REGISTERED OFFICES AND REGISTERED AGENTS OF FOREIGN CORPORATIONS;
 42        AMENDING SECTION 30-1-1530, IDAHO CODE,  TO  REMOVE  LANGUAGE  REFERENCING
 43        REGISTERED  OFFICES;  AMENDING  SECTION  30-1-1604,  IDAHO CODE, TO REVISE
 44        APPLICABLE COURTS AND TO MAKE A  TECHNICAL  CORRECTION;  AMENDING  SECTION
 45        30-1-1605,  IDAHO  CODE,  TO  REVISE  APPLICABLE  COURTS; AMENDING SECTION
 46        30-1-1622, IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR ANNUAL  REPORTS;
                                                                        
                                       2
                                                                        
  1        AMENDING SECTION 30-3-2, IDAHO CODE, TO REMOVE LANGUAGE REFERENCING EXCEP-
  2        TIONS  AND  TO MAKE A TECHNICAL CORRECTION; AMENDING SECTION 30-3-4, IDAHO
  3        CODE, TO REVISE FEES; AMENDING SECTION 30-3-7, IDAHO CODE, TO REMOVE  LAN-
  4        GUAGE  REFERENCING  EXCEPTIONS;  AMENDING  SECTION  30-3-8, IDAHO CODE, TO
  5        REVISE APPLICABLE COURTS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SEC-
  6        TION 30-3-17, IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR  ARTICLES  OF
  7        INCORPORATION;  REPEALING  SECTIONS 30-3-30, 30-3-31, 30-3-32 AND 30-3-33,
  8        IDAHO CODE, RELATING TO REGISTERED OFFICES AND REGISTERED AGENTS  OF  NON-
  9        PROFIT CORPORATIONS; AMENDING SECTIONS 30-3-48 AND 30-3-54, IDAHO CODE, TO
 10        REVISE APPLICABLE COURTS; AMENDING SECTION 30-3-90, IDAHO CODE, TO REQUIRE
 11        CERTAIN INFORMATION FOR AMENDMENT OF ARTICLES OF INCORPORATION AND TO MAKE
 12        A  TECHNICAL  CORRECTION; AMENDING SECTION 30-3-104, IDAHO CODE, TO REVISE
 13        SERVICE OF PROCESS PROVISIONS; AMENDING SECTION 30-3-115, IDAHO  CODE,  TO
 14        REVISE  APPLICABLE  COUNTIES FOR PURPOSES OF PUBLIC NOTICES; AMENDING SEC-
 15        TION 30-3-115A, IDAHO CODE,  TO  REMOVE  LANGUAGE  REFERENCING  REGISTERED
 16        OFFICES;  AMENDING  SECTION 30-3-115B, IDAHO  CODE, TO REVISE TERMINOLOGY;
 17        AMENDING SECTION 30-3-115C, IDAHO CODE, TO REVISE PROVISIONS  RELATING  TO
 18        REINSTATEMENT   FOLLOWING  ADMINISTRATIVE  DISSOLUTION;  AMENDING  SECTION
 19        30-3-118, IDAHO CODE, TO REVISE ADDRESS INFORMATION REQUIRED FOR AN APPLI-
 20        CATION FOR A CERTIFICATE OF AUTHORITY FOR A FOREIGN CORPORATION;  AMENDING
 21        SECTION  30-3-119,  IDAHO CODE, TO REVISE INFORMATION REQUIRED FOR AMENDED
 22        CERTIFICATES OF AUTHORITY; REPEALING SECTIONS 30-3-122, 30-3-123, 30-3-124
 23        AND 30-3-125, IDAHO CODE, RELATING TO REGISTERED  OFFICES  AND  REGISTERED
 24        AGENTS  OF FOREIGN CORPORATIONS; AMENDING SECTION 30-3-126, IDAHO CODE, TO
 25        REMOVE CODE REFERENCES; AMENDING SECTION 30-3-127, IDAHO CODE,  TO  REVISE
 26        PROVISIONS  APPLICABLE TO GROUNDS FOR REVOCATION OF CERTIFICATE OF AUTHOR-
 27        ITY; AMENDING SECTION 30-3-128, IDAHO CODE, TO REMOVE  A  CODE  REFERENCE;
 28        REPEALING  SECTIONS 53-2-114, 53-2-115, 53-2-116 AND 53-2-117, IDAHO CODE,
 29        RELATING TO REGISTERED OFFICES AND REGISTERED AGENTS OF  LIMITED  PARTNER-
 30        SHIPS;  AMENDING  SECTION  53-2-201,  IDAHO  CODE,  TO  REVISE INFORMATION
 31        REQUIRED  FOR  CERTIFICATES  OF  LIMITED  PARTNERSHIP;  AMENDING   SECTION
 32        53-2-202,  IDAHO  CODE, TO REVISE INFORMATION REQUIRED FOR AN AMENDMENT OR
 33        RESTATEMENT OF CERTIFICATE; AMENDING  SECTION  53-2-206,  IDAHO  CODE,  TO
 34        REMOVE  A CODE REFERENCE; AMENDING SECTION 53-2-208, IDAHO CODE, TO REVISE
 35        A CODE REFERENCE; AMENDING SECTION 53-2-210, IDAHO CODE, TO REVISE  PROVI-
 36        SIONS  APPLICABLE  TO  ANNUAL  REPORTS;  AMENDING  SECTIONS  53-2-304  AND
 37        53-2-407,  IDAHO  CODE,  TO REVISE TERMINOLOGY; AMENDING SECTION 53-2-807,
 38        IDAHO CODE, TO REVISE APPLICABLE COUNTIES FOR PURPOSES OF PUBLIC  NOTICES;
 39        AMENDING  SECTION 53-2-902, IDAHO CODE, TO REVISE INFORMATION REQUIRED FOR
 40        APPLICATIONS FOR CERTIFICATE  OF  AUTHORITY;  AMENDING  SECTION  53-2-906,
 41        IDAHO  CODE, TO REVISE A CODE REFERENCE, TO REMOVE A CODE REFERENCE AND TO
 42        REVISE TERMINOLOGY; AMENDING SECTIONS 53-2-1104, 53-2-1105, 53-2-1108  AND
 43        53-2-1109,  IDAHO  CODE, TO REVISE SERVICE OF PROCESS PROVISIONS; AMENDING
 44        SECTION 53-3-101, IDAHO CODE, TO REMOVE A CODE REFERENCE; AMENDING SECTION
 45        53-3-1001, IDAHO CODE, TO REQUIRE CERTAIN INFORMATION, TO REMOVE  LANGUAGE
 46        RELATING  TO  SERVICE OF PROCESS REQUIREMENTS AND TO MAKE A TECHNICAL COR-
 47        RECTION; AMENDING SECTION 53-3-1003, IDAHO CODE, TO REVISE  ANNUAL  REPORT
 48        PROVISIONS;  AMENDING  SECTION 53-3-1102, IDAHO CODE, TO REVISE PROVISIONS
 49        APPLICABLE TO A STATEMENT OF FOREIGN QUALIFICATION AND TO MAKE A TECHNICAL
 50        CORRECTION; REPEALING SECTION 53-604, IDAHO CODE, RELATING  TO  REGISTERED
 51        OFFICES  AND  REGISTERED  AGENTS AND REPEALING SECTION 53-606, IDAHO CODE,
 52        RELATING TO SERVICE OF PROCESS; AMENDING SECTION 53-608,  IDAHO  CODE,  TO
 53        REVISE PROVISIONS APPLICABLE TO ARTICLES OF ORGANIZATION; AMENDING SECTION
 54        53-613, IDAHO CODE, TO REVISE ANNUAL REPORT REQUIREMENTS; AMENDING SECTION
 55        53-643A,  IDAHO  CODE,  TO REMOVE LANGUAGE REFERENCING REGISTERED OFFICES;
                                                                        
                                       3
                                                                        
  1        AMENDING SECTION 53-643B, IDAHO CODE, TO REVISE TERMINOLOGY; AMENDING SEC-
  2        TION 53-651, IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR  REGISTRATION;
  3        AMENDING  SECTION  53-655, IDAHO CODE, TO REMOVE LANGUAGE REFERENCING SER-
  4        VICE OF PROCESS AND TO REVISE CODE REFERENCES; AMENDING  SECTION  53-655A,
  5        IDAHO  CODE,  TO  REMOVE LANGUAGE REFERENCING REGISTERED OFFICES; AMENDING
  6        SECTION 53-655B, IDAHO CODE, TO REVISE TERMINOLOGY; AND  AMENDING  SECTION
  7        53-710,  IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO THE APPOINTMENT OF
  8        AN AGENT TO RECEIVE SERVICE OF PROCESS.
                                                                        
  9    Be It Enacted by the Legislature of the State of Idaho:
                                                                        
 10        SECTION 1.  That Title 30, Idaho Code, be, and the same is hereby  amended
 11    by  the addition thereto of a NEW CHAPTER, to be known and designated as Chap-
 12    ter 4, Title 30, Idaho Code, and to read as follows:
                                                                        
 13                                      CHAPTER 4
 14                             IDAHO REGISTERED AGENTS ACT
                                                                        
 15        30-401.  SHORT TITLE. This chapter shall be known and may be cited as  the
 16    "Idaho Registered Agents Act."
                                                                        
 17        30-402.  DEFINITIONS. As used in this chapter:
 18        (1)  "Appointment of agent" means a statement appointing an agent for ser-
 19    vice of process filed by:
 20        (a)  A domestic or foreign unincorporated nonprofit association under sec-
 21        tion 53-710, Idaho Code; or
 22        (b)  A  domestic entity that is not a filing entity or a nonqualified for-
 23        eign entity under section 30-412, Idaho Code.
 24        (2)  "Commercial registered agent" means an individual or  a  domestic  or
 25    foreign entity listed under section 30-406, Idaho Code.
 26        (3)  "Domestic entity" means an entity whose internal affairs are governed
 27    by the law of this state.
 28        (4)  "Entity"  means  a  person that has a separate legal existence or has
 29    the power to acquire an interest in real property in its own name other than:
 30        (a)  An individual;
 31        (b)  A testamentary, inter vivos, or charitable trust, with the  exception
 32        of a business trust, statutory trust, or similar trust;
 33        (c)  An association or relationship that is not a partnership by reason of
 34        section  53-3-202(c), Idaho Code, or a similar provision of the law of any
 35        other jurisdiction;
 36        (d)  A decedent's estate; or
 37        (e)  A public corporation, government or governmental subdivision, agency,
 38        or instrumentality, or quasi-governmental instrumentality.
 39        (5)  "Filing entity" means an entity that is created by the  filing  of  a
 40    public organic document.
 41        (6)  "Foreign entity" means an entity other than a domestic entity.
 42        (7)  "Foreign  qualification document" means an application for a certifi-
 43    cate of authority or other foreign qualification filing with the secretary  of
 44    state by a foreign entity.
 45        (8)  "Governance  interest"  means  the  right  under  the  organic law or
 46    organic rules of an entity, other than as  a  governor,  agent,  assignee,  or
 47    proxy, to:
 48        (a)  Receive  or demand access to information concerning, or the books and
 49        records of, the entity;
 50        (b)  Vote for the election of the governors of the entity; or
                                                                        
                                       4
                                                                        
  1        (c)  Receive notice of or vote on any or all issues involving the internal
  2        affairs of the entity.
  3        (9)  "Governor" means a person by or under whose authority the  powers  of
  4    an  entity are exercised and under whose direction the business and affairs of
  5    the entity are managed pursuant to the organic law and organic  rules  of  the
  6    entity.
  7        (10) "Interest" means:
  8        (a)  A governance interest in an unincorporated entity;
  9        (b)  A transferable interest in an unincorporated entity; or
 10        (c)  A share or membership in a corporation.
 11        (11) "Interest holder" means a direct holder of an interest.
 12        (12) "Jurisdiction  of organization," with respect to an entity, means the
 13    jurisdiction whose law includes the organic law of the entity.
 14        (13) "Noncommercial registered agent" means a person that is not listed as
 15    a commercial registered agent under section 30-406, Idaho Code, and that is:
 16        (a)  An individual or a domestic or foreign entity  that  serves  in  this
 17        state as the agent for service of process of an entity; or
 18        (b)  The  individual  who  holds the office or other position in an entity
 19        that is designated as the agent for service of process pursuant to section
 20        3-405(1)(b)(ii), Idaho Code.
 21        (14) "Nonqualified foreign entity" means a  foreign  entity  that  is  not
 22    authorized  to  transact  business in this state pursuant to a filing with the
 23    secretary of state.
 24        (15) "Nonresident LLP statement" means:
 25        (a)  A statement of qualification of a domestic limited liability partner-
 26        ship that does not have an office in this state; or
 27        (b)  A statement of foreign qualification of a foreign  limited  liability
 28        partnership that does not have an office in this state.
 29        (16) "Organic  law"  means  the statutes, if any, other than this chapter,
 30    governing the internal affairs of an entity.
 31        (17) "Organic rules" means the public organic document and private organic
 32    rules of an entity.
 33        (18) "Person" means an individual, corporation,  estate,  trust,  partner-
 34    ship, limited liability company, business or similar trust, association, joint
 35    venture,  public  corporation, government or governmental subdivision, agency,
 36    or instrumentality, or any other legal or commercial entity.
 37        (19) "Private organic rules" means the rules, whether or not in a  record,
 38    that  govern  the  internal  affairs  of  an entity, are binding on all of its
 39    interest holders, and are not part of its public organic document, if any.
 40        (20) "Public organic document" means the  public  record,  the  filing  of
 41    which creates an entity, and any amendment to or restatement of that record.
 42        (21) "Qualified  foreign entity" means a foreign entity that is authorized
 43    to transact business in this state pursuant to a filing with the secretary  of
 44    state.
 45        (22) "Record"  means information that is inscribed on a tangible medium or
 46    that is stored in  an  electronic  or  other  medium  and  is  retrievable  in
 47    perceivable form.
 48        (23) "Registered  agent"  means  a  commercial  registered agent or a non-
 49    commercial registered agent.
 50        (24) "Registered agent filing" means:
 51        (a)  The public organic document of a domestic filing entity;
 52        (b)  A nonresident LLP statement;
 53        (c)  A foreign qualification document; or
 54        (d)  An appointment of agent.
 55        (25) "Represented entity" means:
                                                                        
                                       5
                                                                        
  1        (a)  A domestic filing entity;
  2        (b)  A domestic or qualified foreign limited  liability  partnership  that
  3        does not have an office in this state;
  4        (c)  A qualified foreign entity;
  5        (d)  A  domestic or foreign unincorporated nonprofit association for which
  6        an appointment of agent has been filed;
  7        (e)  A domestic entity that is not a filing entity for which  an  appoint-
  8        ment of agent has been filed; or
  9        (f)  A  nonqualified  foreign entity for which an appointment of agent has
 10        been filed.
 11        (26) "Sign" means, with present intent to authenticate or adopt a record:
 12        (a)  To execute or adopt a tangible symbol; or
 13        (b)  To attach to or logically associate with  the  record  an  electronic
 14        sound, symbol, or process.
 15        (27) "Transferable interest" means the right under an entity's organic law
 16    to receive distributions from the entity.
 17        (28) "Type," with respect to an entity, means a generic form of entity:
 18        (a)  Recognized at common law; or
 19        (b)  Organized  under  an  organic law, whether or not some entities orga-
 20        nized under that organic law are subject to provisions of  that  law  that
 21        create different categories of the form of entity.
                                                                        
 22        30-403.  FEES. (1) The secretary of state shall collect the following fees
 23    when a filing is made under this chapter:
 24        (a)  Commercial registered agent listing statement ............... $100.00
 25        (b)  Commercial registered agent termination statement ............ $20.00
 26        (c)  Statement of change .......................................... $20.00
 27        (d)  Statement of resignation ..................................... no fee
 28        (e)  Statement appointing an agent for service of process ......... $20.00
 29        (2)  The  secretary  of state shall collect the following fees for copying
 30    and certifying a copy of any document filed under this chapter:
 31        (a)  Twenty-five cents (25¢) per page for copying; and
 32        (b)  Twenty dollars ($20.00) for a certificate.
                                                                        
 33        30-404.  ADDRESSES IN FILINGS. Whenever a provision of this chapter  other
 34    than  section  30-411(1)(d),  Idaho  Code,  requires  that  a  filing state an
 35    address, the filing must state:
 36        (1)  An actual street address or rural route box number in this state; and
 37        (2)  A mailing address in this state, if different from the address  under
 38    subsection (1) of this section.
                                                                        
 39        30-405.  APPOINTMENT  OF  REGISTERED  AGENT. (1) A registered agent filing
 40    must state:
 41        (a)  The name of the represented entity's commercial registered agent; or
 42        (b)  If the entity does not have a commercial registered agent:
 43             (i)  The name and street address of the entity's noncommercial regis-
 44             tered agent; or
 45             (ii) The title of an office or other position with the entity if ser-
 46             vice of process is to be sent to the person holding  that  office  or
 47             position,  and the street address of the business office of that per-
 48             son.
 49        (2)  The appointment of a registered agent pursuant to  subsection  (1)(a)
 50    or (b)(i) of this section is an affirmation by the represented entity that the
 51    agent has consented to serve as such.
 52        (3)  The  secretary  of  state shall make available in a record as soon as
                                                                        
                                       6
                                                                        
  1    practicable a daily list of filings that contain  the  name  of  a  registered
  2    agent. The list must:
  3        (a)  Be available for at least fourteen (14) calendar days;
  4        (b)  List in alphabetical order the names of the registered agents; and
  5        (c)  State  the  type  of filing and name of the represented entity making
  6        the filing.
                                                                        
  7        30-406.  LISTING OF COMMERCIAL REGISTERED AGENT. (1) An  individual  or  a
  8    domestic  or foreign entity may become listed as a commercial registered agent
  9    by filing with the secretary of state a commercial  registered  agent  listing
 10    statement signed by or on behalf of the person which states:
 11        (a)  The  name  of  the  individual or the name, type, and jurisdiction of
 12        organization of the entity;
 13        (b)  That the person is in the business of serving as a commercial  regis-
 14        tered agent in this state; and
 15        (c)  The street address of a place of business of the person in this state
 16        to which service of process and other notice and documents being served on
 17        or sent to entities represented by it may be delivered.
 18        (2)  A  commercial  registered  agent  listing  statement  may include the
 19    information regarding acceptance of service of process in a record by the com-
 20    mercial registered agent provided for in section 30-413(4), Idaho Code.
 21        (3)  If the name of a person filing a commercial registered agent  listing
 22    statement is not distinguishable on the records of the secretary of state from
 23    the name of another commercial registered agent listed under this section, the
 24    person  must adopt a fictitious name that is distinguishable and use that name
 25    in its statement when it does business in this state as  a  commercial  regis-
 26    tered agent.
 27        (4)  A  commercial  registered  agent  listing statement takes effect upon
 28    filing.
 29        (5)  The secretary of state shall note the filing of the commercial regis-
 30    tered agent listing statement in the index of filings maintained by the secre-
 31    tary of state for each entity represented by the registered agent at the  time
 32    of  the  filing.  The  statement has the effect of deleting the address of the
 33    registered agent from the registered agent filing of each of those entities.
                                                                        
 34        30-407.  TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT. (1) A com-
 35    mercial registered agent may terminate its listing as a commercial  registered
 36    agent by filing with the secretary of state a commercial registered agent ter-
 37    mination statement signed by or on behalf of the agent which states:
 38        (a)  The name of the agent as currently listed under section 30-406, Idaho
 39        Code; and
 40        (b)  That  the  agent is no longer in the business of serving as a commer-
 41        cial registered agent in this state.
 42        (2)  A commercial registered agent termination statement takes  effect  on
 43    the thirty-first day after the day on which it is filed.
 44        (3)  The  commercial  registered  agent shall promptly furnish each entity
 45    represented by it with notice in a record of the filing of the commercial reg-
 46    istered agent termination statement.
 47        (4)  When  a  commercial  registered  agent  termination  statement  takes
 48    effect, the registered agent ceases to be an agent for service of  process  on
 49    each  entity formerly represented by it.  Until an entity formerly represented
 50    by a terminated commercial registered agent appoints a new  registered  agent,
 51    service  of  process  may be made on the entity as provided in section 30-413,
 52    Idaho Code.  Termination of the listing of a commercial registered agent under
 53    this section does not affect any contractual rights a represented  entity  may
                                                                        
                                       7
                                                                        
  1    have against the agent or that the agent may have against the entity.
                                                                        
  2        30-408.  CHANGE  OF  REGISTERED  AGENT BY ENTITY. (1) A represented entity
  3    may change the information currently on file under  section  30-405(1),  Idaho
  4    Code,  by  filing  with the secretary of state a statement of change signed on
  5    behalf of the entity which states:
  6        (a)  The name of the entity; and
  7        (b)  The information that is to be in effect as a result of the filing  of
  8        the statement of change.
  9        (2)  The  interest  holders  or  governors  of  a domestic entity need not
 10    approve the filing of:
 11        (a)  A statement of change under this section; or
 12        (b)  A similar filing changing the registered agent or  registered  office
 13        of the entity in any other jurisdiction.
 14        (3)  The  appointment  of a registered agent pursuant to subsection (1) of
 15    this section is an affirmation by the represented entity that  the  agent  has
 16    consented to serve as such.
 17        (4)  A statement of change filed under this section takes effect upon fil-
 18    ing.
 19        (5)  As  an  alternative to using the procedures in this section, a repre-
 20    sented entity may change the  information  currently  on  file  under  section
 21    30-405(1),  Idaho Code, by amending its most recent registered agent filing in
 22    the manner provided by the laws of this state  other  than  this  chapter  for
 23    amending that filing.
                                                                        
 24        30-409.  CHANGE  OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT. (1)
 25    If a noncommercial registered agent changes its name or its  address  as  cur-
 26    rently  in  effect  with  respect  to a represented entity pursuant to section
 27    30-405(1), Idaho Code, the agent shall file with the secretary of state,  with
 28    respect  to each entity represented by the agent, a statement of change signed
 29    by or on behalf of the agent which states:
 30        (a)  The name of the entity;
 31        (b)  The name and address of the agent as currently in effect with respect
 32        to the entity;
 33        (c)  If the name of the agent has changed, its new name; and
 34        (d)  If the address of the agent has changed, the new address.
 35        (2)  A statement of change filed under this section takes effect upon fil-
 36    ing.
 37        (3)  A noncommercial registered agent shall promptly  furnish  the  repre-
 38    sented  entity  with notice in a record of the filing of a statement of change
 39    and the changes made by the filing.
                                                                        
 40        30-410.  CHANGE OF NAME, ADDRESS, OR TYPE OF  ORGANIZATION  BY  COMMERCIAL
 41    REGISTERED  AGENT.  (1) If a commercial registered agent changes its name, its
 42    address as currently listed under section 30-406(1), Idaho Code, or  its  type
 43    or  jurisdiction  of  organization, the agent shall file with the secretary of
 44    state a statement of change signed by or on behalf of the agent which states:
 45        (a)  The name of the agent as currently listed  under  section  30-406(1),
 46        Idaho Code;
 47        (b)  If the name of the agent has changed, its new name;
 48        (c)  If the address of the agent has changed, the new address; and
 49        (d)  If the type or jurisdiction of organization of the agent has changed,
 50        the new type or jurisdiction of organization.
 51        (2)  The filing of a statement of change under subsection (1) of this sec-
 52    tion  is  effective  to change the information regarding the commercial regis-
                                                                        
                                       8
                                                                        
  1    tered agent with respect to each entity represented by the agent.
  2        (3)  A statement of change filed under this section takes effect upon fil-
  3    ing.
  4        (4)  A commercial registered agent shall promptly furnish each entity rep-
  5    resented by it with notice in a record of the filing of a statement of  change
  6    relating  to the name or address of the agent and the changes made by the fil-
  7    ing.
  8        (5)  If a commercial registered agent changes its address without filing a
  9    statement of change as required by this section, the secretary  of  state  may
 10    cancel the listing of the agent under section 30-406, Idaho Code.  A cancella-
 11    tion  under this subsection has the same effect as a termination under section
 12    30-407, Idaho Code.  Promptly after canceling the listing  of  an  agent,  the
 13    secretary  of  state  shall serve notice in a record in the manner provided in
 14    section 30-413(2) or (3), Idaho Code, on:
 15        (a)  Each entity represented by the agent,  stating  that  the  agent  has
 16        ceased to be an agent for service of process on the entity and that, until
 17        the entity appoints a new registered agent, service of process may be made
 18        on the entity as provided in section 30-413, Idaho Code; and
 19        (b)  The  agent,  stating  that the listing of the agent has been canceled
 20        under this section.
                                                                        
 21        30-411.  RESIGNATION OF REGISTERED  AGENT.  (1)  A  registered  agent  may
 22    resign  at  any  time  with respect to a represented entity by filing with the
 23    secretary of state a statement of resignation signed by or on  behalf  of  the
 24    agent which states:
 25        (a)  The name of the entity;
 26        (b)  The name of the agent;
 27        (c)  That  the  agent resigns from serving as agent for service of process
 28        for the entity; and
 29        (d)  The name and address of the person to which the agent will  send  the
 30        notice required by subsection (3) of this section.
 31        (2)  A statement of resignation takes effect on the earlier of the thirty-
 32    first  day after the day on which it is filed or the appointment of a new reg-
 33    istered agent for the represented entity.
 34        (3)  The registered agent shall promptly furnish  the  represented  entity
 35    notice in a record of the date on which a statement of resignation was filed.
 36        (4)  When  a  statement  of resignation takes effect, the registered agent
 37    ceases to have responsibility for any matter tendered to it as agent  for  the
 38    represented  entity. A resignation under this section does not affect any con-
 39    tractual rights the entity has against the agent or that the agent has against
 40    the entity.
 41        (5)  A registered agent may resign with respect to  a  represented  entity
 42    whether or not the entity is in good standing.
                                                                        
 43        30-412.  APPOINTMENT OF AGENT BY NONFILING OR NONQUALIFIED FOREIGN ENTITY.
 44    (1)  A  domestic  entity that is not a filing entity or a nonqualified foreign
 45    entity may file with the secretary of state a statement  appointing  an  agent
 46    for service of process signed on behalf of the entity which states:
 47        (a)  The name, type, and jurisdiction of organization of the entity; and
 48        (b)  The information required by section 30-405(1), Idaho Code.
 49        (2)  A  statement  appointing an agent for service of process takes effect
 50    upon filing.
 51        (3)  The appointment of a registered agent under  this  section  does  not
 52    qualify  a nonqualified foreign entity to do business in this state and is not
 53    sufficient alone to create personal jurisdiction over the nonqualified foreign
                                                                        
                                       9
                                                                        
  1    entity in this state.
  2        (4)  A statement appointing an agent for service of  process  may  not  be
  3    rejected for filing because the name of the entity filing the statement is not
  4    distinguishable  on  the  records  of  the secretary of state from the name of
  5    another entity appearing in those records. The filing of a statement  appoint-
  6    ing an agent for service of process does not make the name  of the entity fil-
  7    ing the statement unavailable for use by another entity.
  8        (5)  An  entity that has filed a statement appointing an agent for service
  9    of process may cancel the statement by filing  a  statement  of  cancellation,
 10    which shall take effect upon filing, and must state the name of the entity and
 11    that  the entity is canceling its appointment of an agent for service of proc-
 12    ess in this state. A statement appointing an  agent  for  service  of  process
 13    which  has  not  been  canceled  earlier is effective for a period of five (5)
 14    years after the date of filing.
 15        (6)  A statement  appointing  an  agent  for  service  of  process  for  a
 16    nonqualified  foreign  entity  terminates automatically on the date the entity
 17    becomes a qualified foreign entity.
                                                                        
 18        30-413.  SERVICE OF PROCESS ON ENTITIES. (1)  A  registered  agent  is  an
 19    agent  of the represented entity authorized to receive service of any process,
 20    notice, or demand required or permitted by law to be served on the entity.
 21        (2)  If an entity that previously filed a registered agent filing with the
 22    secretary of state no longer has a registered  agent,  or  if  its  registered
 23    agent  cannot with reasonable diligence be served, the entity may be served by
 24    registered or certified mail, return receipt requested, addressed to the  gov-
 25    ernors  of  the  entity by name at its principal office in accordance with any
 26    applicable judicial rules and procedures. The names of the governors  and  the
 27    address  of  the  principal  office  may be as shown in the most recent annual
 28    report filed with the secretary of state. Service is perfected under this sub-
 29    section at the earliest of:
 30        (a)  The date the entity receives the mail;
 31        (b)  The date shown on the return receipt, if  signed  on  behalf  of  the
 32        entity; or
 33        (c)  Five  (5)  days  after its deposit with the United States postal ser-
 34        vice, if correctly addressed and with sufficient postage.
 35        (3)  If process, notice, or demand cannot be served on an entity  pursuant
 36    to  subsection  (1)  or (2) of this section, service of process may be made by
 37    handing a copy to the manager, clerk, or other person in charge of any regular
 38    place of business or activity of the entity if the  person  served  is  not  a
 39    plaintiff in the action.
 40        (4)  Service  of  process, notice, or demand on a registered agent must be
 41    in the form of a written document, except that service may be made on  a  com-
 42    mercial  registered agent in such other forms of a record, and subject to such
 43    requirements as the agent has stated from time to time in  its  listing  under
 44    section 30-406, Idaho Code, that it will accept.
 45        (5)  Service  of  process, notice, or demand may be perfected by any other
 46    means prescribed by law other than this chapter.
                                                                        
 47        30-414.  DUTIES OF REGISTERED AGENT. The only duties under this chapter of
 48    a registered agent that has complied with this chapter are:
 49        (1)  To forward to the represented entity at  the  address  most  recently
 50    supplied  to  the  agent  by the entity any process, notice, or demand that is
 51    served on the agent;
 52        (2)  To provide the notices required by this chapter to the entity at  the
 53    address most recently supplied to the agent by the entity;
                                                                        
                                       10
                                                                        
  1        (3)  If the agent is a noncommercial registered agent, to keep current the
  2    information required by section 30-405(1), Idaho Code, in the most recent reg-
  3    istered agent filing for the entity;
  4        (4)  If  the  agent  is a commercial registered agent, to keep current the
  5    information listed for it under section 30-406(1), Idaho Code; and
  6        (5)  To have an individual available during normal business hours  at  the
  7    registered  agent's  street  address  to  accept  service of process and other
  8    notices and documents.
                                                                        
  9        30-415.  JURISDICTION AND VENUE. The appointment or  maintenance  in  this
 10    state  of  a registered agent does not by itself create the basis for personal
 11    jurisdiction over the represented entity in this state.  The  address  of  the
 12    agent  does  not  determine  venue  in  an  action or proceeding involving the
 13    entity.
                                                                        
 14        30-416.  CONSISTENCY OF APPLICATION. In applying and construing this chap-
 15    ter, consideration must be given to the need to promote consistency of the law
 16    with respect to its subject matter among states that enact it.
                                                                        
 17        30-417.  RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE
 18    ACT. This chapter modifies, limits, and supersedes the federal electronic sig-
 19    natures in global and national commerce act, 15 U.S.C. section 7001, et  seq.,
 20    but  does  not  modify, limit, or supersede section 101 of that act, 15 U.S.C.
 21    section 7001(c), or authorize delivery of any of the notices described in sec-
 22    tion 103 of that act, 15 U.S.C. section 7003(b).
                                                                        
 23        30-418.  SAVINGS CLAUSE. This chapter does not affect an  action  or  pro-
 24    ceeding commenced or right accrued before July 1, 2007.
                                                                        
 25        SECTION  2.  That Section 30-1-120, Idaho Code, be, and the same is hereby
 26    amended to read as follows:
                                                                        
 27        30-1-120.  REQUIREMENTS FOR DOCUMENTS -- EXTRINSIC FACTS. (1)  A  document
 28    must  satisfy  the requirements of this section, and of any other section that
 29    adds to or varies these requirements, to be entitled to filing by  the  secre-
 30    tary of state.
 31        (2)  This chapter must require or permit filing the document in the office
 32    of the secretary of state.
 33        (3)  The  document  must contain the information required by this chapter.
 34    It may contain other information as well.
 35        (4)  The document must be typewritten or  printed  or,  if  electronically
 36    transmitted,  it  must  be  in a format that can be retrieved or reproduced in
 37    typewritten or printed form.
 38        (5)  The document must be in the English language.  A corporate name  need
 39    not  be  in English if written in English letters or Arabic or Roman numerals,
 40    and the certificate of existence required of foreign corporations need not  be
 41    in English if accompanied by a reasonably authenticated English translation.
 42        (6)  Except  as  otherwise permitted by section 30-1-1622, Idaho Code, the
 43    document must be executed:
 44        (a)  By the chairman of the board of directors of a  domestic  or  foreign
 45        corporation, by its president, or by another of its officers;
 46        (b)  If  directors  have not been selected or the corporation has not been
 47        formed, by an incorporator; or
 48        (c)  If the corporation is in the hands of a receiver,  trustee  or  other
 49        court-appointed fiduciary, by that fiduciary.
                                                                        
                                       11
                                                                        
  1        (7)  The person executing the document shall sign it and state beneath or
  2    opposite  his signature his name and the capacity in which he signs. The docu-
  3    ment may but need not contain a corporate seal, attestation, acknowledgment or
  4    verification.
  5        (8)  If the secretary of state has prescribed a  mandatory  form  for  the
  6    document under section 30-1-121, Idaho Code, the document must be in or on the
  7    prescribed form.
  8        (9)  The  document  must  be  delivered  to the office of the secretary of
  9    state for filing. Delivery may be made by electronic transmission  if  and  to
 10    the extent permitted by the secretary of state.  If it is filed in typewritten
 11    or printed form and not transmitted electronically, the secretary of state may
 12    require  one  (1)  exact  or conformed copy to be delivered with the document,
 13    except as provided in sections 30-1-503 and 30-1-1509, Idaho Code.
 14        (10) When the document is delivered to the  office  of  the  secretary  of
 15    state  for  filing,  the  correct  filing  fee,  and  any other fee or penalty
 16    required to be paid therewith by this chapter or other law  must  be  paid  or
 17    provision for payment made in a manner permitted by the secretary of state.
 18        (11) Whenever  a  provision  of this chapter permits any of the terms of a
 19    plan or a filed document to be dependent upon facts objectively  ascertainable
 20    outside the plan or filed document, the following provisions apply:
 21        (a)  The manner in which the facts will operate upon the terms of the plan
 22        or filed document shall be set forth in the plan or filed document.
 23        (b)  The facts may include, but are not limited to:
 24             (i)   Any  of the following that are available in a nationally recog-
 25             nized news or information medium either in print  or  electronically:
 26             statistical or market indices, market prices of any security or group
 27             of  securities,  interest  rates, currency exchange rates, or similar
 28             economic or financial data;
 29             (ii)  A determination or action by any person or body, including  the
 30             corporation or any other party to a plan or filed document; or
 31             (iii) The  terms of, or actions taken under, an agreement or document
 32             to which the corporation is a party, or any other agreement or  docu-
 33             ment.
 34        (c)  As used in this subsection:
 35             (i)   "Filed  document"  means a document filed with the secretary of
 36             state under any provision of this chapter except part 15  or  section
 37             30-1-1622, Idaho Code; and
 38             (ii)  "Plan" means a plan of domestication, merger or share exchange.
 39        (d)  The  following provisions of a plan or filed document may not be made
 40        dependent upon facts outside the plan or filed document:
 41             (i)   The name and address of any person required in  a  filed  docu-
 42             ment;
 43             (ii)  The  registered  office of any entity required in a filed docu-
 44             ment;
 45             (iii) The registered agent of any entity required in  a  filed  docu-
 46             ment;
 47             (iv)  The  number  of authorized shares and designation of each class
 48             or series of shares;
 49             (v)   The effective date of a filed document;
 50             (vi)  Any required statement in a filed document of the date on which
 51             the underlying transaction was approved or the manner in  which  that
 52             approval was given.
 53        (e)  If  a  provision  of  a  filed document is made dependent upon a fact
 54        ascertainable outside of the filed document, and that fact is  not  ascer-
 55        tainable  by  reference  to a source described in subsection (11)(b)(i) of
                                                                        
                                       12
                                                                        
  1        this section or a document that is a  matter  of  public  record,  or  the
  2        affected shareholders have not received notice of the fact from the corpo-
  3        ration,  then the corporation shall file with the secretary of state arti-
  4        cles of amendment  setting forth the fact promptly after the time when the
  5        fact referred to is first ascertainable or thereafter changes. Articles of
  6        amendment under this subsection (11)(e) are deemed to be authorized by the
  7        authorization of the original filed document or plan to which they  relate
  8        and may be filed by the corporation without further action by the board of
  9        directors or the shareholders.
                                                                        
 10        SECTION  3.  That Section 30-1-122, Idaho Code, be, and the same is hereby
 11    amended to read as follows:
                                                                        
 12        30-1-122.  FILING, SERVICE, AND COPYING FEES. (1) The secretary  of  state
 13    shall  collect the following fees when the documents described in this subsec-
 14    tion are delivered to him for filing:
 15        Document                                                               Fee
 16        (a)  Articles of incorporation.....................................$100.00
 17        (b)  Application for use of deceptively similar name...............$ 20.00
 18        (c)  Application for reserved name.................................$ 20.00
 19        (d)  Notice of transfer of reserved name...........................$ 20.00
 20        (e)  Application for registered name...............................$ 60.00
 21        (f)  Application for renewal of registered name....................$ 60.00
 22        (g)  Corporation's statement of change of registered agent  or  registered
 23        office or both..................................................... No fee
 24        (h)  Agent's  statement  of  change of registered office for each affected
 25        corporation........................................................ No fee
 26        (i)  Agent's statement of resignation.............................. No fee
 27        (j)  Amendment of articles of incorporation........................$ 30.00
 28        (kh)  Restatement of articles of incorporation with amendment of  articles
 29        ...................................................................$ 30.00
 30        (li)  Articles of merger or share exchange.........................$ 30.00
 31        (mj)  Articles of dissolution......................................$ 30.00
 32        (nk)  Articles of revocation of dissolution........................$ 30.00
 33        (ol)  Certificate of administrative dissolution.....................No fee
 34        (pm)  Application for reinstatement following administrative dissolution
 35        ...................................................................$ 30.00
 36        (qn)  Certificate of reinstatement................................. No fee
 37        (ro)  Certificate of judicial dissolution.......................... No fee
 38        (sp)  Application for certificate of authority.....................$100.00
 39        (tq)  Application for amended certificate of authority.............$ 30.00
 40        (ur)  Application for certificate of withdrawal....................$ 20.00
 41        (vs)  Certificate of revocation of authority to transact business...No fee
 42        (wt)  Annual report.................................................No fee
 43        (xu)  Articles of correction.......................................$ 30.00
 44        (yv)  Certificate of existence or authorization....................$ 10.00
 45        (zw)  Any other document required or permitted to be filed by this chapter
 46        ...................................................................$ 20.00
 47        (aax)  Any  document when the filing party requires the certificate there-
 48        for to be returned within eight (8) working hours, a surcharge of..$ 20.00
 49        (bby)  Any nontyped document which requires a fee, a surcharge of..$ 20.00
 50        (2)  The secretary of state shall collect a fee of  ten  dollars  ($10.00)
 51    each  time  process  is served on him under this chapter.  The party to a pro-
 52    ceeding causing service of process is entitled to recover this fee as costs if
 53    he prevails in the proceeding.
                                                                        
                                       13
                                                                        
  1        (3)  The secretary of state shall collect the following fees  for  copying
  2    and  certifying  the copy of any filed document relating to a domestic or for-
  3    eign corporation:
  4        (a)  Twenty-five cents (25¢) per page for copying; and
  5        (b)  Ten dollars ($10.00) for the certificate.
                                                                        
  6        SECTION 4.  That Section 30-1-125, Idaho Code, be, and the same is  hereby
  7    amended to read as follows:
                                                                        
  8        30-1-125.  FILING  DUTY OF SECRETARY OF STATE. (1) If a document delivered
  9    to the office of the secretary of state for filing satisfies the  requirements
 10    of section 30-1-120, Idaho Code, the secretary of state shall file it.
 11        (2)  The  secretary  of state files a document by recording it as filed on
 12    the date and time of receipt.  After filing a document, except as provided  in
 13    sections  30-1-503  and  30-1-1509,  Idaho  Code, the secretary of state shall
 14    deliver to the domestic or foreign corporation or its representative a copy of
 15    the document with an acknowledgment of the date and time of filing.
 16        (3)  If the secretary of state refuses to file a document, he shall return
 17    it to the domestic or foreign corporation or its  representative  within  five
 18    (5)  days  after  the  document  was delivered, together with a brief, written
 19    explanation of the reason for his refusal.
 20        (4)  The secretary of state's duty to file documents under this section is
 21    ministerial.  His filing or refusing to file a document does not:
 22        (a)  Affect the validity or invalidity of the document in whole or part;
 23        (b)  Relate to the correctness or incorrectness of  information  contained
 24        in the document;
 25        (c)  Create  a  presumption  that the document is valid or invalid or that
 26        information contained in the document is correct or incorrect.
                                                                        
 27        SECTION 5.  That Section 30-1-141, Idaho Code, be, and the same is  hereby
 28    amended to read as follows:
                                                                        
 29        30-1-141.  NOTICE. (1) Notice under this chapter must be in writing unless
 30    oral  notice  is  reasonable  under  the  circumstances.  Notice by electronic
 31    transmission is written notice.
 32        (2)  Notice may be communicated in person; by  mail  or  other  method  of
 33    delivery;  or  by  telephone,  voice mail or other electronic means.  If these
 34    forms of personal notice are impracticable, notice may be  communicated  by  a
 35    newspaper  of  general  circulation  in the area where published, or by radio,
 36    television, or other form of public broadcast communication.
 37        (3)  Written notice by a domestic or foreign  corporation  to  its  share-
 38    holder, if in a comprehensible form, is effective:
 39        (a)  Upon  deposit  in the United States mail, if mailed postpaid and cor-
 40        rectly addressed to the shareholder's address shown in  the  corporation's
 41        current record of shareholders; or
 42        (b)  When electronically transmitted to the shareholder in a manner autho-
 43        rized by the shareholders.
 44        (4)  Written  notice  to  a domestic or foreign corporation, authorized to
 45    transact business in this state, may be addressed to its registered  agent  at
 46    its  registered  office  or  to  the  corporation  or  its  secretary  at  its
 47    correspondance  correspondence  address shown in its most recent annual report
 48    or, in the case of a foreign corporation that has not yet delivered an  annual
 49    report, in its application for a certificate of authority.
 50        (5)  Except as provided in subsection (3) of this section, written notice,
 51    if in a comprehensible form, is effective at the earliest of the following:
                                                                        
                                       14
                                                                        
  1        (a)  When received;
  2        (b)  Five  (5) days after its deposit in the United States mail, if mailed
  3        postpaid and correctly addressed;
  4        (c)  On the date shown on the return receipt, if  sent  by  registered  or
  5        certified  mail, return receipt requested, and the receipt is signed by or
  6        on behalf of the addressee.
  7        (6)  Oral notice is effective when communicated if communicated in a  com-
  8    prehensible manner.
  9        (7)  If this chapter prescribes notice requirements for particular circum-
 10    stances,  those  requirements  govern.  If articles of incorporation or bylaws
 11    prescribe notice requirements, not inconsistent with  this  section  or  other
 12    provisions of  this chapter, those requirements govern.
                                                                        
 13        SECTION  6.  That Section 30-1-202, Idaho Code, be, and the same is hereby
 14    amended to read as follows:
                                                                        
 15        30-1-202.  ARTICLES OF INCORPORATION. (1) The  articles  of  incorporation
 16    must set forth:
 17        (a)  A  corporate name for the corporation that satisfies the requirements
 18        of section 30-1-401, Idaho Code;
 19        (b)  The number of shares the corporation is authorized to issue;
 20        (c)  The street address of the corporation's initial registered office and
 21        the name of its  initial  registered  agent  at  that  office  information
 22        required by section 30-405(1), Idaho Code; and
 23        (d)  The name and address of each incorporator.
 24        (2)  The articles of incorporation may set forth:
 25        (a)  The  names  and  addresses of the individuals who are to serve as the
 26        initial directors;
 27        (b)  Provisions not inconsistent with law regarding:
 28             (i)   The purpose or purposes for which the corporation is organized,
 29             (ii)  Managing the business and regulating the affairs of the  corpo-
 30             ration,
 31             (iii) Defining,  limiting  and  regulating the powers of the corpora-
 32             tion, its board of directors, and shareholders,
 33             (iv)  A par value for authorized shares or classes of shares,
 34             (v)   The imposition of personal liability on  shareholders  for  the
 35             debts  of  the  corporation  to a specified extent and upon specified
 36             conditions;
 37        (c)  Any provision that under this chapter is required or permitted to  be
 38        set forth in the bylaws;
 39        (d)  A  provision  eliminating  or limiting the liability of a director to
 40        the corporation or its shareholders  for  money  damages  for  any  action
 41        taken,  or any failure to take any action, as a director, except liability
 42        for:
 43             (i)   The amount of a financial benefit received  by  a  director  to
 44             which he is not entitled,
 45             (ii)  An  intentional  infliction  of  harm on the corporation or the
 46             shareholders,
 47             (iii) A violation of section 30-1-833, Idaho Code, or
 48             (iv)  An intentional violation of criminal law; and
 49        (e)  A provision permitting or  making  obligatory  indemnification  of  a
 50        director  for liability, as defined in section 30-1-850(5), Idaho Code, to
 51        any person for  any action taken, or any failure to take any action, as  a
 52        director, except liability for:
 53             (i)   Receipt of a financial benefit to which he is not entitled,
                                                                        
                                       15
                                                                        
  1             (ii)  An  intentional  infliction  of  harm on the corporation or its
  2             shareholders,
  3             (iii) A violation of section 30-1-833, Idaho Code, or
  4             (iv)  An intentional violation of criminal law.
  5        (3)  The articles of incorporation need not set forth any of the corporate
  6    powers enumerated in this chapter.
  7        (4)  Provisions of the articles of incorporation  may  be  made  dependent
  8    upon  facts objectively ascertainable outside the articles of incorporation in
  9    accordance with section 310-1-120(11), Idaho Code.
                                                                        
 10        SECTION 7.  That Sections 30-1-501, 30-1-502, 30-1-503 and 30-1-504, Idaho
 11    Code, be, and the same are hereby repealed.
                                                                        
 12        SECTION 8.  That Section 30-1-703, Idaho Code, be, and the same is  hereby
 13    amended to read as follows:
                                                                        
 14        30-1-703.  COURT-ORDERED  MEETING.  (1)  The  Idaho  district court of the
 15    county where a corporation's principal office is located, or, if none in  this
 16    state,  its  registered  office,  is located Ada county, may summarily order a
 17    meeting to be held:
 18        (a)  On application of any shareholder of the corporation entitled to par-
 19        ticipate in an annual meeting if an annual meeting  was  not  held  within
 20        fifteen (15) months after its last annual meeting; or
 21        (b)  On  application  of  a  shareholder who signed a demand for a special
 22        meeting valid under section 30-1-702, Idaho Code, if:
 23             (i)   Notice of the special meeting was not given within thirty  (30)
 24             days  after  the  date  the demand was delivered to the corporation's
 25             secretary, or
 26             (ii)  The special meeting was not held in accordance with the notice.
 27        (2)  The court may fix the time and place of the  meeting,  determine  the
 28    shares  entitled  to  participate  in  the  meeting, specify a record date for
 29    determining shareholders entitled to notice of and to  vote  at  the  meeting,
 30    prescribe  the form and content of the meeting notice, fix the quorum required
 31    for specific matters to be considered at the meeting, or direct that the votes
 32    represented at the meeting constitute a quorum for action  on  those  matters,
 33    and  enter other orders necessary to accomplish the purpose or purposes of the
 34    meeting.
                                                                        
 35        SECTION 9.  That Section 30-1-720, Idaho Code, be, and the same is  hereby
 36    amended to read as follows:
                                                                        
 37        30-1-720.  SHAREHOLDERS'  LIST FOR MEETING. (1) After fixing a record date
 38    for a meeting, a corporation shall prepare an alphabetical list of  the  names
 39    of all its shareholders who are entitled to notice of a shareholders' meeting.
 40    The  list  must  be  arranged by voting group, and within each voting group by
 41    class or series of shares, and show the address of and number of  shares  held
 42    by each shareholder.
 43        (2)  The shareholders' list must be available for inspection by any share-
 44    holder,  at least ten (10) days before the meeting for which the list was pre-
 45    pared and continuing  through the  meeting,  at  the  corporation's  principal
 46    office  or  at  a place identified in the meeting notice in the city where the
 47    meeting will be held. A shareholder, his agent  or  attorney  is  entitled  on
 48    written  demand  to  inspect  and,  subject  to  the  requirements  of section
 49    30-1-1602(3), Idaho Code, to copy the list, during regular business hours  and
 50    at his expense, during the period it is available for inspection.
                                                                        
                                       16
                                                                        
  1        (3)  The  corporation  shall  make the shareholders' list available at the
  2    meeting, and any shareholder, his agent, or attorney is  entitled  to  inspect
  3    the list at any time during the meeting or any adjournment.
  4        (4)  If  the  corporation  refuses  to  allow  a shareholder, his agent or
  5    attorney to inspect the shareholders' list before or at the meeting,  or  copy
  6    the  list  as  permitted by subsection (2) of this section, the Idaho district
  7    court of the county where a corporation's principal office is located, or,  if
  8    none  in this state, its registered office, is located Ada county, on applica-
  9    tion of the shareholder, may summarily order the inspection or copying at  the
 10    corporation's expense and may postpone the meeting for which the list was pre-
 11    pared until the inspection or copying is complete.
 12        (5)  Refusal  or  failure  to  prepare or make available the shareholders'
 13    list does not affect the validity of action taken at the meeting.
                                                                        
 14        SECTION 10.  That Section 30-1-809, Idaho Code, be, and the same is hereby
 15    amended to read as follows:
                                                                        
 16        30-1-809.  REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (1) The Idaho dis-
 17    trict court of the county where a corporation's principal office  is  located,
 18    or,  if  none in this state, its registered office, is located Ada county, may
 19    remove a director of the corporation from office in a proceeding commenced  by
 20    or in the right of the corporation if the court finds that:
 21        (a)  The director engaged in fraudulent conduct with respect to the corpo-
 22        ration  or  its  shareholders, grossly abused the position of director, or
 23        intentionally inflicted harm on the corporation; and
 24        (b)  Considering the director's course of conduct and  the  inadequacy  of
 25        other  available  remedies,  removal  would be in the best interest of the
 26        corporation.
 27        (2)  A shareholder proceeding on behalf of the corporation  under  subsec-
 28    tion  (1)  of  this section shall comply with all the requirements of sections
 29    30-1-741 through 30-1-747, Idaho Code, except section 30-1-741(1), Idaho Code.
 30        (3)  The court, in addition to removing the director, may bar the director
 31    from reelection for a period prescribed by the court.
 32        (4)  Nothing in this section limits the equitable powers of the  court  to
 33    order other relief.
                                                                        
 34        SECTION  11.  That  Section  30-1-1005,  Idaho  Code,  be, and the same is
 35    hereby amended to read as follows:
                                                                        
 36        30-1-1005.  AMENDMENT BY BOARD OF DIRECTORS. Unless the articles of incor-
 37    poration provide otherwise, a  corporation's  board  of  directors  may  adopt
 38    amendments  to the corporation's articles of incorporation without shareholder
 39    approval:
 40        (1)  To extend the duration of the corporation if it was incorporated at a
 41    time when limited duration was required by law;
 42        (2)  To delete the names and addresses of the initial directors;
 43        (3)  To delete the name and address of the initial change the  information
 44    required by section 30-405, Idaho Code, on its registered agent; or registered
 45    office,  if  a  statement of change is on file or if an annual report has been
 46    filed with the secretary of state;
 47        (4)  If the corporation has only one (1) class of shares outstanding:
 48        (a)  To change each issued and unissued authorized share of the class into
 49        a greater number of whole shares of that class; or
 50        (b)  To increase the number of authorized  shares  of  the  class  to  the
 51        extent necessary to permit the issuance of shares as a share dividend;
                                                                        
                                       17
                                                                        
  1        (5)  To  change the corporate name by substituting the word "corporation,"
  2    "incorporated," "company," "limited," or  the  abbreviation  "corp.,"  "inc.,"
  3    "co.,"  or  "ltd.," for a similar word or abbreviation in the name, or by add-
  4    ing, deleting or changing a geographical attribution for the name;
  5        (6)  To reflect a reduction in authorized shares, as a result of the oper-
  6    ation of section 30-1-631(2), Idaho Code, when the  corporation  has  acquired
  7    its  own  shares and the articles of incorporation prohibit the reissue of the
  8    acquired shares;
  9        (7)  To delete a class of shares from the articles of incorporation, as  a
 10    result  of the operation of section 30-1-631(2), Idaho Code, when there are no
 11    remaining shares of the class because the corporation has acquired all  shares
 12    of  the  class  and  the articles of incorporation prohibit the reissue of the
 13    acquired shares; or
 14        (8)  To make any change expressly permitted by section 30-1-602(1) or (2),
 15    Idaho Code, to be made without shareholder approval.
                                                                        
 16        SECTION 12.  That Section 30-1-1107, Idaho  Code,  be,  and  the  same  is
 17    hereby amended to read as follows:
                                                                        
 18        30-1-1107.  EFFECT  OF MERGER OR SHARE EXCHANGE. (1) When a merger becomes
 19    effective:
 20        (a)  The corporation or eligible entity that is designated in the plan  of
 21        merger  as the survivor continues or comes into existence, as the case may
 22        be;
 23        (b)  The separate existence of every corporation or eligible  entity  that
 24        is merged into the survivor ceases;
 25        (c)  All  property  owned  by, and every contract right possessed by, each
 26        corporation or eligible entity that merges into the survivor is vested  in
 27        the survivor without reversion or impairment;
 28        (d)  All liabilities of each corporation or eligible entity that is merged
 29        into the survivor are vested in the survivor;
 30        (e)  The  name  of  the  survivor may, but need not be, substituted in any
 31        pending proceeding for the name of any party to the merger whose  separate
 32        existence ceased in the merger;
 33        (f)  The  articles  of  incorporation or organic documents of the survivor
 34        are amended to the extent provided in the plan of merger;
 35        (g)  The articles of incorporation or organic documents of a survivor that
 36        is created by the merger become effective; and
 37        (h)  The shares of each corporation that is a party to the merger, and the
 38        interests in an eligible entity that is a party to a merger, that  are  to
 39        be  converted  under  the  plan of merger into shares, eligible interests,
 40        obligations, rights to acquire securities, other securities,  cash,  other
 41        property,  or  any  combination  of  the foregoing, are converted, and the
 42        former holders of such shares or eligible interests are entitled  only  to
 43        the  rights   provided to them in the plan of merger or to any rights they
 44        may have under part 13 of this chapter or the organic law of the  eligible
 45        entity.
 46        (2)  When  a share exchange becomes effective, the shares of each domestic
 47    corporation that are to be exchanged for shares or  other  securities,  inter-
 48    ests,  obligations,  rights to acquire shares or other securities, cash, other
 49    property, or any combination of the foregoing, are entitled only to the rights
 50    provided to them in the plan of share exchange or to any rights they may  have
 51    under part 13 of this chapter.
 52        (3)  A  person  who  becomes subject to owner liability for some or all of
 53    the debts, obligations or liabilities of any entity as a result of a merger or
                                                                        
                                       18
                                                                        
  1    share exchange shall have owner liability only to the extent provided  in  the
  2    organic  law  of the entity and only for those debts, obligations and liabili-
  3    ties that arise after the effective time of the articles of  merger  or  share
  4    exchange.
  5        (4)  Upon  merger  becoming effective, a foreign corporation, or a foreign
  6    eligible entity, that is the survivor of the merger is deemed to:
  7        (a)  Appoint the secretary of state as its agent for Agree that service of
  8        process in a proceeding to enforce the  rights  of  shareholders  of  each
  9        domestic  corporation  that  is party to the merger who exercise appraisal
 10        rights may be made in the manner provided in section 30-413,  Idaho  Code;
 11        and
 12        (b)  Agree  that  it  will  promptly pay the amount, if any, to which such
 13        shareholders are entitled under part 13 of this chapter.
 14        (5)  The effect of a merger or share exchange on the owner liability of  a
 15    person  who  had  owner liability for some or all of the debts, obligations or
 16    liabilities of a party to the merger or share exchange shall be as follows:
 17        (a)  The merger or share exchange does not discharge any  owner  liability
 18        under  the organic law of the entity in which the person was a shareholder
 19        or interest holder to the extent any such owner liability arose before the
 20        effective time of the articles of merger or share exchange.
 21        (b)  The person shall not have owner liability under the  organic  law  of
 22        the  entity in which the person was a shareholder or interest holder prior
 23        to the merger or share exchange for any debt, obligation or liability that
 24        arises after the effective  time  of  the  articles  of  merger  or  share
 25        exchange.
 26        (c)  The  provisions of the organic law of any entity for which the person
 27        had owner liability before the merger or share exchange shall continue  to
 28        apply  to  the collection or discharge of any owner liability preserved by
 29        paragraph (a) of this subsection, as if the merger or share  exchange  had
 30        not occurred.
 31        (d)  The person shall have whatever rights of contribution from other per-
 32        sons as are provided by the organic law of the entity for which the person
 33        had owner liability with respect to any owner liability preserved by para-
 34        graph  (a)  of this subsection, as if the merger or share exchange had not
 35        occurred.
                                                                        
 36        SECTION 13.  That Section 30-1-1330, Idaho  Code,  be,  and  the  same  is
 37    hereby amended to read as follows:
                                                                        
 38        30-1-1330.  COURT  ACTION.  (1)  If a shareholder makes demand for payment
 39    under section 30-1-1326, Idaho Code, which remains unsettled, the  corporation
 40    shall commence a proceeding within sixty (60) days after receiving the payment
 41    demand  and  petition  the court to determine the fair value of the shares and
 42    accrued interest. If the corporation does not commence the  proceeding  within
 43    the  sixty-day  period,  it  shall  pay in cash to each shareholder the amount
 44    demanded pursuant to section 310-1-1326, Idaho Code, plus interest.
 45        (2)  The corporation shall commence  the  proceeding  in  the  appropriate
 46    court  of  the county where the corporation's principal office is located, or,
 47    if none, its registered office, in this state, is located Ada county.  If  the
 48    corporation  is  a  foreign  corporation,  without a registered office in this
 49    state, it shall commence the proceeding in the county in this state where  the
 50    principal  office or registered office of the domestic corporation merged with
 51    the foreign corporation was located or, if the domestic  corporation  did  not
 52    have its principal office in this state at the time of the transaction, in Ada
 53    county.
                                                                        
                                       19
                                                                        
  1        (3)  The corporation shall make all shareholders, whether or not residents
  2    of this state, whose demands remain unsettled parties to the proceeding, as in
  3    an  action against their shares, and all parties must be served with a copy of
  4    the petition. Nonresidents may be served by registered or certified mail or by
  5    publication as provided by law.
  6        (4)  The jurisdiction of the court in which the  proceeding  is  commenced
  7    under  subsection  (2) of this section is plenary and exclusive. The court may
  8    appoint one (1) or more persons as appraisers to receive evidence  and  recom-
  9    mend  a  decision on the question of fair value. The appraisers shall have the
 10    powers described in the order appointing them, or in any amendment to it.  The
 11    shareholders  demanding  appraisal  rights  are entitled to the same discovery
 12    rights as parties in other civil proceedings. There shall be  no  right  to  a
 13    jury trial.
 14        (5)  Each  shareholder made a party to the proceeding is entitled to judg-
 15    ment:
 16        (a)  For the amount, if any, by which the court finds the  fair  value  of
 17        the  shareholder's  shares,  plus interest, exceeds the amount paid by the
 18        corporation to the shareholder for such shares; or
 19        (b)  For the fair value, plus interest, of the  shareholder's  shares  for
 20        which the corporation elected to withhold payment under section 30-1-1325,
 21        Idaho Code.
                                                                        
 22        SECTION  14.  That  Section  30-1-1407,  Idaho  Code,  be, and the same is
 23    hereby amended to read as follows:
                                                                        
 24        30-1-1407.  OTHER CLAIMS AGAINST DISSOLVED CORPORATION.  (1)  A  dissolved
 25    corporation  may  also publish notice of its dissolution and request that per-
 26    sons with claims against the dissolved corporation present them in  accordance
 27    with the notice.
 28        (2)  The notice must:
 29        (a)  Be  published  one  (1) time in a newspaper of general circulation in
 30        the county where the dissolved corporation's principal office  is  or  was
 31        located  or,  if  none in this state, its registered office is or was last
 32        located in Ada county;
 33        (b)  Describe the information that must be included in a claim and provide
 34        a mailing address where the claim may be sent; and
 35        (c)  State that a claim against the dissolved corporation will  be  barred
 36        unless a proceeding to enforce the claim is commenced within two (2) years
 37        after the publication of the notice.
 38        (3)  If  the  dissolved corporation publishes a newspaper notice in accor-
 39    dance with subsection (2) of this section, the claim of each of the  following
 40    claimants  is barred unless the claimant commences a proceeding to enforce the
 41    claim  against the dissolved corporation within two (2) years after the publi-
 42    cation date of the newspaper notice:
 43        (a)  A claimant who was not given written notice under section  30-1-1406,
 44        Idaho Code;
 45        (b)  A  claimant  whose claim was timely sent to the dissolved corporation
 46        but not acted on;
 47        (c)  A claimant whose claim is contingent or based on an  event  occurring
 48        after the effective date of dissolution.
 49        (4)  A  claim  that is not barred by section 30-1-1406(3) or 30-1-1407(3),
 50    Idaho Code, may be enforced:
 51        (a)  Against the dissolved corporation, to the extent of its undistributed
 52        assets; or
 53        (b)  Except as provided in section 30-1-1408(4), Idaho Code, if the assets
                                                                        
                                       20
                                                                        
  1        have been distributed in liquidation, against a shareholder  of  the  dis-
  2        solved  corporation  to  the extent of the shareholder's pro rata share of
  3        the claim or the corporate assets distributed to the shareholder in liqui-
  4        dation, whichever is less, but a shareholder's  total  liability  for  all
  5        claims  under  this section may not exceed the total amount of assets dis-
  6        tributed to the shareholder.
                                                                        
  7        SECTION 15.  That Section 30-1-1408, Idaho  Code,  be,  and  the  same  is
  8    hereby amended to read as follows:
                                                                        
  9        30-1-1408.  COURT  PROCEEDING.  (1)  A dissolved corporation that has pub-
 10    lished a notice under section 30-1-1407, Idaho Code, may file  an  application
 11    with  the  appropriate  district  court  of  the  county  where  the dissolved
 12    corporation's principal office is located, or, if none in this state, its reg-
 13    istered office, is located Ada county, for a determination of the  amount  and
 14    form  of  security to be provided for payment of claims that are contingent or
 15    have not been made known to the dissolved corporation or that are based on  an
 16    event occurring after the effective date of dissolution but that, based on the
 17    facts  known  to  the dissolved corporation, are reasonably estimated to arise
 18    after the effective date of dissolution. Provision need not be  made  for  any
 19    claim  that  is  or  is  reasonably  anticipated  to  be  barred under section
 20    30-1-1407(3), Idaho Code.
 21        (2)  Within ten (10) days after the filing of the application,  notice  of
 22    the  proceeding  shall  be given by the dissolved corporation to each claimant
 23    holding a contingent claim whose contingent claim is shown on the  records  of
 24    the dissolved corporation.
 25        (3)  The  court may appoint a guardian ad litem to represent all claimants
 26    whose identities are unknown in any proceeding brought under this section. The
 27    reasonable fees and expenses of such guardian, including all reasonable expert
 28    witness fees, shall be paid by the dissolved corporation.
 29        (4)  Provision by the dissolved corporation for security in the amount and
 30    the form ordered by the court under subsection (1) of this section, shall sat-
 31    isfy the dissolved corporation's obligations with respect to claims  that  are
 32    contingent, have not been made known to the dissolved corporation or are based
 33    on an event occurring after the effective date of dissolution, and such claims
 34    may not be enforced against a shareholder who received assets in liquidation.
                                                                        
 35        SECTION  16.  That  Section  30-1-1420,  Idaho  Code,  be, and the same is
 36    hereby amended to read as follows:
                                                                        
 37        30-1-1420.  GROUNDS FOR ADMINISTRATIVE DISSOLUTION. The secretary of state
 38    may administratively dissolve a corporation  under  section  30-1-1421,  Idaho
 39    Code, if:
 40        (1)  The  corporation  does not deliver its annual report to the secretary
 41    of state by the date on which it is due;
 42        (2)  The corporation is without a registered agent or registered office in
 43    this state for sixty (60) days or more;
 44        (3)  The secretary of state has credible information that the  corporation
 45    has  failed  to notify the secretary of state within sixty (60) days after the
 46    occurrence that its registered agent or registered office has been changed, or
 47    that its registered agent has resigned, or that its registered office has been
 48    discontinued; or
 49        (4)  The corporation's period of duration stated in its articles of incor-
 50    poration expires.
                                                                        
                                       21
                                                                        
  1        SECTION 17.  That Section 30-1-1421, Idaho  Code,  be,  and  the  same  is
  2    hereby amended to read as follows:
                                                                        
  3        30-1-1421.  PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION. (1) If
  4    the  secretary  of  state  determines that one (1) or more grounds exist under
  5    section 30-1-1420, Idaho Code, for dissolving a  corporation,  he  shall  give
  6    notice  of  his determination to the corporation by first class mail addressed
  7    to its mailing address as indicated on its most recent annual  report  or,  if
  8    the  corporation  has not yet filed an annual report, to its registered office
  9    agent.
 10        (2)  If the corporation does not correct each ground  for  dissolution  or
 11    demonstrate to the reasonable satisfaction of the secretary of state that each
 12    ground  determined  by the secretary of state does not exist within sixty (60)
 13    days after receipt of the notice of  determination,  the  secretary  of  state
 14    shall administratively dissolve the corporation by noting the fact of dissolu-
 15    tion  and  the  effective  date thereof in his records. The secretary of state
 16    shall give notice of the dissolution to the corporation by  first  class  mail
 17    addressed to its mailing address as indicated on its most recent annual report
 18    or,  if  the corporation has not yet filed an annual report, to its registered
 19    office agent.
 20        (3)  A corporation  administratively  dissolved  continues  its  corporate
 21    existence  but  may not carry on any business except that necessary to wind up
 22    and liquidate its business and affairs under section  30-1-1405,  Idaho  Code,
 23    and notify claimants under sections 30-1-1406 and 30-1-1407, Idaho Code.
 24        (4)  The  administrative  dissolution  of a corporation does not terminate
 25    the authority of its registered agent.
                                                                        
 26        SECTION 18.  That Section 30-1-1431, Idaho  Code,  be,  and  the  same  is
 27    hereby amended to read as follows:
                                                                        
 28        30-1-1431.  PROCEDURE FOR JUDICIAL DISSOLUTION. (1) Venue for a proceeding
 29    by  the  attorney general to dissolve a corporation lies in Ada Ccounty. Venue
 30    for a proceeding brought by any other party named in section 30-1-1430,  Idaho
 31    Code,  lies  in  the  county  where a corporation's principal office is or was
 32    located or, if none in this state, its registered office is or was located  in
 33    Ada county.
 34        (2)  It is not necessary to make shareholders parties to the proceeding to
 35    dissolve a corporation unless relief is sought against them individually.
 36        (3)  A  court  in a proceeding brought to dissolve a corporation may issue
 37    injunctions, appoint a receiver or custodian pendente lite with all powers and
 38    duties the court directs, take other action required to preserve the corporate
 39    assets wherever located, and carry on the business of the corporation until  a
 40    full hearing can be held.
 41        (4)  Within  ten  (10) days of the commencement of a proceeding under sec-
 42    tion 30-1-1430(2), Idaho Code, to dissolve a corporation that  has  no  shares
 43    listed on a national securities exchange or regularly traded in a market main-
 44    tained by one (1) or more members of a national or affiliated securities asso-
 45    ciation,  the  corporation must send to all shareholders, other than the peti-
 46    tioner, a notice stating that the shareholders may be entitled  to  avoid  the
 47    dissolution of the corporation by electing to purchase the petitioner's shares
 48    under  section  30-1-1434,  Idaho  Code,  and accompanied by a copy of section
 49    30-1-1434, Idaho Code.
                                                                        
 50        SECTION 19.  That Section 30-1-1503, Idaho  Code,  be,  and  the  same  is
 51    hereby amended to read as follows:
                                                                        
                                       22
                                                                        
  1        30-1-1503.  APPLICATION FOR CERTIFICATE OF AUTHORITY. (1) A foreign corpo-
  2    ration  may  apply for a certificate of authority to transact business in this
  3    state by delivering an application to the secretary of state for filing.   The
  4    application must set forth:
  5        (a)  The  name  of  the foreign corporation or, if its name is unavailable
  6        for use in this state, a corporate name that satisfies the requirements of
  7        section 30-1-1506, Idaho Code;
  8        (b)  The name of the state or country under whose law it is incorporated;
  9        (c)  Its date of incorporation;
 10        (d)  The street address of its principal office;
 11        (e)  The street address of its registered office in  this  state  and  the
 12        name  of  its registered agent at that office information required by sec-
 13        tion 30-405(1), Idaho Code; and
 14        (f)  The names and usual business addresses of its current  directors  and
 15        officers.
 16        (2)  The  foreign corporation shall deliver with the completed application
 17    a certificate of existence, or a document of similar  import,  duly  authenti-
 18    cated  by the secretary of state or other official having custody of corporate
 19    records in the state or country under whose law it is incorporated.
                                                                        
 20        SECTION 20.  That Section 30-1-1504, Idaho  Code,  be,  and  the  same  is
 21    hereby amended to read as follows:
                                                                        
 22        30-1-1504.  AMENDED  CERTIFICATE  OF  AUTHORITY. (1) A foreign corporation
 23    authorized to transact business in this state must obtain an amended  certifi-
 24    cate of authority from the secretary of state if it changes:
 25        (a)  Its corporate name; or
 26        (b)  The state or country of its incorporation; or
 27        (c)  Any of the information required by section 30-405(1), Idaho Code.
 28        (2)  The  requirements  of section 30-1-1503, Idaho Code, for obtaining an
 29    original certificate of authority apply to obtaining  an  amended  certificate
 30    under this section.
                                                                        
 31        SECTION 21.  That Sections 30-1-1507, 30-1-1508 and 30-1-1509, Idaho Code,
 32    be, and the same are hereby repealed.
                                                                        
 33        SECTION  22.  That  Section  30-1-1530,  Idaho  Code,  be, and the same is
 34    hereby amended to read as follows:
                                                                        
 35        30-1-1530.  GROUNDS FOR REVOCATION OF CERTIFICATE OF AUTHORITY. The secre-
 36    tary of state may commence a proceeding under section 30-1-1531,  Idaho  Code,
 37    to  revoke the certificate of authority of a foreign corporation authorized to
 38    transact business in this state if:
 39        (1)  The foreign corporation does not deliver its  annual  report  to  the
 40    secretary of state by the date on which it is due;
 41        (2)  The  foreign  corporation is without a registered agent or registered
 42    office in this state for sixty (60) days or more;
 43        (3)  The secretary of state has credible information that the foreign cor-
 44    poration has failed to notify the secretary of state within sixty (60) days of
 45    the occurrence that its registered agent or registered office has changed,  or
 46    that its registered agent has resigned, or that its registered office has been
 47    discontinued;
 48        (4)  The secretary of state has credible information that an incorporator,
 49    director,  officer  or  agent  of the foreign corporation signed a document he
 50    knew was false in any material respect with intent that the document be deliv-
                                                                        
                                       23
                                                                        
  1    ered to the secretary of state for filing; or
  2        (5)  The secretary of state receives a duly authenticated certificate from
  3    the official having custody of corporate records in the state or country under
  4    whose law the foreign corporation is incorporated, stating that  it  has  been
  5    dissolved or disappeared as a result of a merger.
                                                                        
  6        SECTION  23.  That  Section  30-1-1604,  Idaho  Code,  be, and the same is
  7    hereby amended to read as follows:
                                                                        
  8        30-1-1604.  COURT-ORDERED INSPECTION. (1) If a corporation does not  allow
  9    a  shareholder  who complies with section 30-1-1602(1), Idaho Code, to inspect
 10    and copy any records required by that subsection to be available  for  inspec-
 11    tion, the Idaho district court of the county where the corporation's principal
 12    office  is located or, if none in this state, its registered office is located
 13    Ada county, may summarily order inspection and copying of the records demanded
 14    at the corporation's expense upon application of the shareholder.
 15        (2)  If a corporation does not within a reasonable  time  allow  a  share-
 16    holder to inspect and copy any other record, the shareholder who complies with
 17    section  30-1-1602(2)  and  (3),  Idaho  Code, may apply to the Idaho district
 18    court in of the county where the corporation's principal office is located or,
 19    if none in this state, its registered office is located  Ada  county,  for  an
 20    order  to  permit  inspection  and copying of the records demanded.  The court
 21    shall dispose of an application under this subsection on an expedited basis.
 22        (3)  If the court orders inspection and copying of the  records  demanded,
 23    it  shall also order the corporation to pay the shareholder's costs, including
 24    reasonable counsel fees, incurred to obtain the order unless  the  corporation
 25    proves  that  it  refused inspection in good faith because it had a reasonable
 26    basis for doubt about the right of the  shareholder  to  inspect  the  records
 27    demanded.
 28        (4)  If  the  court orders inspection and copying of the records demanded,
 29    it may impose reasonable restrictions  on  the  use  or  distribution  of  the
 30    records by the demanding shareholder.
                                                                        
 31        SECTION  24.  That  Section  30-1-1605,  Idaho  Code,  be, and the same is
 32    hereby amended to read as follows:
                                                                        
 33        30-1-1605.  INSPECTION OF RECORDS BY DIRECTORS. (1) A director of a corpo-
 34    ration is entitled to inspect and copy the books, records and documents of the
 35    corporation at any reasonable time to the extent  reasonably  related  to  the
 36    performance of the director's duties as a director, including duties as a mem-
 37    ber  of a committee, but not for any other purpose or in any manner that would
 38    violate any duty to the corporation.
 39        (2)  The appropriate district court of the county where the  corporation's
 40    principal  office is located, or if none in this state, its registered office,
 41    is located Ada county, may order inspection and copying of the books,  records
 42    and documents at the corporation's expense, upon application of a director who
 43    has  been  refused  such inspection rights, unless the corporation establishes
 44    that the director is not entitled to such inspection rights. The  court  shall
 45    dispose of an application under this subsection on an expedited basis.
 46        (3)  If  an  order  is issued, the court may include provisions protecting
 47    the corporation from undue burden or expense,  and  prohibiting  the  director
 48    from  using  information  obtained upon exercise of the inspection rights in a
 49    manner that would violate a duty to the corporation, and may  also  order  the
 50    corporation to reimburse the director for the director's costs, including rea-
 51    sonable counsel fees, incurred in connection with the application.
                                                                        
                                       24
                                                                        
  1        SECTION  25.  That  Section  30-1-1622,  Idaho  Code,  be, and the same is
  2    hereby amended to read as follows:
                                                                        
  3        30-1-1622.  ANNUAL REPORT FOR SECRETARY OF STATE. (1) Each domestic corpo-
  4    ration, and each foreign corporation authorized to transact business  in  this
  5    state,  shall deliver to the secretary of state for filing an annual report on
  6    a form provided by the secretary of state that sets forth:
  7        (a)  The name of the corporation and the state or country under whose  law
  8        it is incorporated;
  9        (b)  The  address  of its registered office and the name of its registered
 10        agent at that office in this state information required by section 30-405,
 11        Idaho Code;
 12        (c)  The address to which correspondence to the corporation's officers may
 13        be mailed; and
 14        (d)  The names and business addresses of its directors and  its  president
 15        and secretary.
 16        (2)  Information  in  the annual report must be current as of 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 30-1-120, Idaho Code, or by another person who  is  authorized
 20    by  the  board  of  directors  to  execute the report. Execution of the annual
 21    report constitutes a representation that the person is authorized by the board
 22    of directors to execute the report.
 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 by 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 by  this  sec-
 33    tion 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)  Annual  reports  may  be  filed electronically by domestic or foreign
 36    corporations by following the online filing instructions provided by the  sec-
 37    retary of state.
                                                                        
 38        SECTION  26.  That  Section 30-3-2, Idaho Code, be, and the same is hereby
 39    amended to read as follows:
                                                                        
 40        30-3-2.  FILING REQUIREMENTS. (1) A document must satisfy the requirements
 41    of this section, and of any  other  section  that  adds  to  or  varies  these
 42    requirements, to be entitled to filing by the secretary of state.
 43        (2)  This  act must require or permit filing the document in the office of
 44    the secretary of state.
 45        (3)  The document must contain the information required by  this  act.  It
 46    may contain other information as well.
 47        (4)  The document must be typewritten or printed.
 48        (5)  The  document  must  be in the English language. However, a corporate
 49    name need not be in English if written in English letters or aArabic or rRoman
 50    numerals, and the certificate of existence required  of  foreign  corporations
 51    need  not  be  in English if accompanied by a reasonably authenticated English
 52    translation.
                                                                        
                                       25
                                                                        
  1        (6)  Except as otherwise permitted by section 30-3-136,  Idaho  Code,  the
  2    document must be executed:
  3        (a)  By  the  presiding officer of its board of directors of a domestic or
  4        foreign corporation, its president, or by another of its officers;
  5        (b)  If directors have not been selected or the corporation has  not  been
  6        formed, by an incorporator; or
  7        (c)  If  the  corporation  is in the hands of a receiver, trustee or other
  8        court-appointed fiduciary, by that fiduciary.
  9        (7)  The person executing a document shall sign it and  state  beneath  or
 10    opposite  the  signature  his  or her name and the capacity in which he or she
 11    signs.  The document may, but need not, contain:
 12        (a)  The corporate seal;
 13        (b)  An attestation by the secretary or an assistant secretary; or
 14        (c)  An acknowledgement, verification or proof.
 15        (8)  The document must be delivered to the  office  of  the  secretary  of
 16    state  for  filing and must be accompanied by one (1) exact or conformed copy,
 17    except as provided in sections 30-3-32 and 30-3-124, Idaho Code,  the  correct
 18    filing fee, and any penalty required by this act or other law.
                                                                        
 19        SECTION  27.  That  Section 30-3-4, Idaho Code, be, and the same is hereby
 20    amended to read as follows:
                                                                        
 21        30-3-4.  FILING, SERVICE AND COPYING FEES. The secretary  of  state  shall
 22    collect  the  following fees when the documents described in these subsections
 23    are delivered for filing:
 24        (1)  Articles of incorporation......................................$30.00
 25        (2)  Application for reserved name..................................$20.00
 26        (3)  Notice of transfer of reserved name............................$20.00
 27        (4)  Application for registered name................................$30.00
 28        (5)  Application for renewal of registered name.....................$30.00
 29        (6)  Corporation's statement of change of registered agent  or  registered
 30             office or both.................................................no fee
 31        (7)  Agent's  statement  of  change of registered office for each affected
 32             corporation....................................................no fee
 33        (8)  Agent's statement of resignation...............................no fee
 34        (9)  Amendment of articles of incorporation.........................$30.00
 35        (107)  Restatement of articles of incorporation with amendments.....$30.00
 36        (118)  Articles of merger...........................................$30.00
 37        (129)  Articles of dissolution......................................$30.00
 38        (130) Application for reinstatement following  administrative  dissolution
 39             ...............................................................$30.00
 40        (141) Application for certificate of authority......................$30.00
 41        (152) Application for amended certificate of authority..............$30.00
 42        (163) Application for certificate of withdrawal.....................$20.00
 43        (174) Certificate of revocation of authority to transact business...no fee
 44        (185) Annual report.................................................no fee
 45        (196) Articles of correction........................................$20.00
 46        (2017) Certificate of existence or authorization....................$10.00
 47        (218) Any  other  document  required  or permitted to be filed by this act
 48             ...............................................................$20.00
 49        (2219) Filing any document relating to a nonprofit  corporation  when  the
 50             filing  party  requires  the  evidence  of completion of filing to be
 51             returned within eight (8) hours, a surcharge of................$20.00
                                                                        
 52        SECTION 28.  That Section 30-3-7, Idaho Code, be, and the same  is  hereby
                                                                        
                                       26
                                                                        
  1    amended to read as follows:
                                                                        
  2        30-3-7.  FILING DUTY OF SECRETARY OF STATE. (1) If a document delivered to
  3    the  office of the secretary of state for filing satisfies the requirements of
  4    section 30-3-2, Idaho Code, the secretary of state shall file it.
  5        (2)  The secretary of state files a  document  by  stamping  or  otherwise
  6    endorsing  "Filed,"  together with the secretary of state's official title and
  7    the date and the time of receipt, on both the original and copy of  the  docu-
  8    ment  and  on the receipt for the filing fee.  After filing a document, except
  9    as provided in sections 30-3-32 and 30-3-125, Idaho  Code,  the  secretary  of
 10    state  shall  deliver  the  document  copy,  with  the filing fee receipt, (or
 11    acknowledgement of receipt if no fee is required) attached, to the domestic or
 12    foreign corporation or its representative.
 13        (3)  Upon refusing to file a document, the secretary of state shall return
 14    it to the domestic or foreign corporation or its  representative  within  five
 15    (5)  days  after  the  document  was delivered, together with a brief, written
 16    explanation of the reason or reasons for the refusal.
 17        (4)  The secretary of state's duty to file documents under this section is
 18    ministerial.  Filing or refusal to file a document does not:
 19        (a)  Affect the validity or invalidity of the  document  in  whole  or  in
 20        part;
 21        (b)  Relate  to  the correctness or incorrectness of information contained
 22        in the document; or
 23        (c)  Create a presumption that the document is valid or  invalid  or  that
 24        information contained in the document is correct or incorrect.
                                                                        
 25        SECTION  29.  That  Section 30-3-8, Idaho Code, be, and the same is hereby
 26    amended to read as follows:
                                                                        
 27        30-3-8.  APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT. (1) If
 28    the secretary of state refuses to file a document delivered for filing to  the
 29    secretary  of  state's  office, the domestic or foreign corporation may appeal
 30    the refusal to the district court in of the  county  where  the  corporation's
 31    principal office is located, or if there is none in this state, its registered
 32    office, is or will be located Ada county. The appeal is commenced by petition-
 33    ing  the  court to compel filing the document and by attaching to the petition
 34    the document and the secretary of state's explanation of the refusal to file.
 35        (2)  The court may summarily order the secretary of state to file the doc-
 36    ument or take other action the court considers appropriate.
 37        (3)  The court's final decision may be appealed as in other civil proceed-
 38    ings.
                                                                        
 39        SECTION 30.  That Section 30-3-17, Idaho Code, be, and the same is  hereby
 40    amended to read as follows:
                                                                        
 41        30-3-17.  ARTICLES  OF  INCORPORATION.  (1)  The articles of incorporation
 42    must set forth:
 43        (a)  A corporate name for the corporation that satisfies the  requirements
 44        of section 30-3-27, Idaho Code;
 45        (b)  The purpose or purposes for which the corporation is organized, which
 46        may  be,  either alone or in combination with other purposes, the transac-
 47        tion of any lawful activity;
 48        (c)  The names and addresses of the individuals who are to  serve  as  the
 49        initial directors;
 50        (d)  The street address of the corporation's initial registered office and
                                                                        
                                       27
                                                                        
  1        the  name  of  its  initial  registered  agent  at that office information
  2        required by section 30-405(1), Idaho Code;
  3        (e)  The name and address of each incorporator;
  4        (f)  Whether or not the corporation will have members; and
  5        (g)  Provisions not inconsistent with law regarding  the  distribution  of
  6        assets on dissolution.
  7        (2)  The articles of incorporation may set forth:
  8        (a)  Provisions not inconsistent with law regarding:
  9             (i)   Managing and regulating the affairs of the corporation;
 10             (ii)  Defining,  limiting  and  regulating the powers of the corpora-
 11             tion, its board of directors, and members or any  class  of  members;
 12             and
 13             (iii) The  characteristics,  qualifications,  rights, limitations and
 14             obligations attaching to each or any class of members.
 15        (b)  Any provision that under this act is required or permitted to be  set
 16        forth in the bylaws.
 17        (3)  Each incorporator named in the articles must sign the articles.
 18        (4)  The  articles of incorporation need not set forth any of the corpora-
 19    tion powers enumerated in this act.
 20        (5)  The articles of incorporation may authorize assessments to be levied
 21    upon all members or classes of  membership  alike,  or  upon  the  outstanding
 22    shares of stock of the corporation that issues shares of stock instead of mem-
 23    berships pursuant to its articles of incorporation, or in different amounts or
 24    proportions  or  upon  a  different basis upon different members or classes of
 25    membership, and may exempt some members or classes of membership from  assess-
 26    ments.  The articles of incorporation may fix the amount and method of collec-
 27    tion of assessments, or may authorize the board of directors to fix the amount
 28    thereof, from time to time, and may make them payable at such times or  inter-
 29    vals, and upon such notice and by such methods as the directors may prescribe.
 30    Assessments  may  be  made enforceable by civil action or by the forfeiture of
 31    membership, or both, or by the sale of shares of the capital stock of a stock-
 32    holder in a corporation that issues shares of stock  instead  of  memberships,
 33    when  authorized  by  the  articles of incorporation of said corporation, upon
 34    notice given in writing twenty (20) days before commencement of such action or
 35    such forfeiture. If the articles of incorporation so provide, assessments  may
 36    be  secured by a lien upon real property to which membership rights are appur-
 37    tenant, if appropriate, or upon the shares of stock of a stockholder or share-
 38    holder corporation, when authorized by its articles of incorporation.
                                                                        
 39        SECTION 31.  That Sections 30-3-30, 30-3-31, 30-3-32  and  30-3-33,  Idaho
 40    Code, be, and the same are hereby repealed.
                                                                        
 41        SECTION  32.  That Section 30-3-48, Idaho Code, be, and the same is hereby
 42    amended to read as follows:
                                                                        
 43        30-3-48.  COURT-ORDERED MEETINGS. (1) The district  court  of  the  county
 44    where  a  corporation's principal office is located or, if none in this state,
 45    its registered office, is located Ada county, may summarily order a meeting to
 46    be held:
 47        (a)  On application of any member or other person entitled to  participate
 48        in  an annual or regular meeting, if an annual meeting was not held within
 49        the earlier of six (6) months after the end of  the  corporation's  fiscal
 50        year or fifteen (15) months after its last annual meeting; or
 51        (b)  On  application of any member or other person entitled to participate
 52        in a regular meeting, if a regular meeting is not held within  forty  (40)
                                                                        
                                       28
                                                                        
  1        days after the date it was required to be held; or
  2        (c)  On  application of a member who signed a demand for a special meeting
  3        valid under section 30-3-47, Idaho Code, a person or persons  entitled  to
  4        call a special meeting, if:
  5             (i)   Notice  of the special meeting was not given within thirty (30)
  6             days after the date the demand was delivered to a corporate  officer;
  7             or
  8             (ii)  The special meeting was not held in accordance with the notice.
  9        (2)  The court may fix the time and place of the meeting, specify a record
 10    date for determining members entitled to notice of and to vote at the meeting,
 11    prescribe  the form and content of the meeting notice, fix the quorum required
 12    for specific matters to be considered at the meeting, or direct that the votes
 13    represented at the meeting constitute a quorum for action  on  those  matters,
 14    and  enter other orders necessary to accomplish the purpose or purposes of the
 15    meeting.
 16        (3)  If the court orders a meeting, it may also order the  corporation  to
 17    pay  the  member's  costs,  including  reasonable attorney's fees, incurred to
 18    obtain the order.
                                                                        
 19        SECTION 33.  That Section 30-3-54, Idaho Code, be, and the same is  hereby
 20    amended to read as follows:
                                                                        
 21        30-3-54.  MEMBERS'  LIST FOR MEETING. (1) After fixing a record date for a
 22    notice of a meeting, a corporation shall prepare an alphabetical list  of  the
 23    names  of  all its members who are entitled to notice of the meeting. The list
 24    must show the address and number of votes each member is entitled to  vote  at
 25    the meeting. The corporation shall prepare on a current basis through the time
 26    of  the membership meeting a list of members, if any, who are entitled to vote
 27    at the meeting, but not entitled to notice of the meeting. This list shall  be
 28    prepared on the same basis and be part of the list of members.
 29        (2)  The  list  of  members must be available for inspection by any member
 30    for the purpose of communication with other members  concerning  the  meeting,
 31    beginning two (2) business days after notice is given of the meeting for which
 32    the list was prepared and continuing through the meeting, at the corporation's
 33    principal  office or at a reasonable place identified in the meeting notice in
 34    the city where the meeting will be held. A member, a member's agent or  attor-
 35    ney  is  entitled on written demand to inspect and, subject to the limitations
 36    of sections 30-3-131(3) and 30-3-133, Idaho Code, to copy the list, at a  rea-
 37    sonable  time  and  at the member's expense, during the period it is available
 38    for inspection.
 39        (3)  The corporation shall make the list of members available at the meet-
 40    ing, and any member, a member's agent or attorney is entitled to  inspect  the
 41    list at any time during the meeting or any adjournment.
 42        (4)  If  the  corporation  refuses  to allow a member, a member's agent or
 43    attorney to inspect the list of members before or at the meeting or  copy  the
 44    list as permitted by subsection (2) of this section, the district court of the
 45    county  where  a corporation's principal office is located, or if none in this
 46    state, its registered office, is located Ada county,  on  application  of  the
 47    member,  may  summarily  order  the inspection or copying at the corporation's
 48    expense and may postpone the meeting for which the list was prepared until the
 49    inspection or copying is complete and may order the  corporation  to  pay  the
 50    member's  costs,  including reasonable attorney's fees, incurred to obtain the
 51    order.
 52        (5)  Unless a written demand to inspect and copy  a  membership  list  has
 53    been  made under subsection (2) of this section, prior to the membership meet-
                                                                        
                                       29
                                                                        
  1    ing and a corporation improperly refuses to comply with the demand, refusal or
  2    failure to comply with this section does not affect  the  validity  of  action
  3    taken at the meeting.
  4        (6)  The  articles or bylaws of a religious corporation may limit or abol-
  5    ish the rights of a member under this section to inspect and copy  any  corpo-
  6    rate record.
                                                                        
  7        SECTION  34.  That Section 30-3-90, Idaho Code, be, and the same is hereby
  8    amended to read as follows:
                                                                        
  9        30-3-90.  AMENDMENT OF ARTICLES BY DIRECTORS. (1) Unless the articles pro-
 10    vide otherwise, a corporation's board of directors may adopt one (1)  or  more
 11    amendments to the corporation's articles without member approval:
 12        (a)  To extend the duration of the corporation if it was incorporated at a
 13        time when limited duration was required by law;
 14        (b)  To delete the names and addresses of the initial directors;
 15        (c)  To  delete  the  name  and address of the initial registered agent or
 16        registered office, if a statement of change is on file with the  secretary
 17        of state change the information required by section 30-405(1), Idaho Code;
 18        (d)  To  change the corporate name by substituting the word "corporation,"
 19        "incorporated," "company," "limited," or the abbreviation "corp.," "inc.,"
 20        "co.," or "ltd.," for a similar word or abbreviation in the  name,  or  by
 21        adding, deleting or changing a geographical attribution to the name; or
 22        (e)  To  make  any other change expressly permitted by this act to be made
 23        by director action.
 24        (2)  If a corporation has no members, its incorporators,  until  directors
 25    have  been chosen, and thereafter its board of directors, may adopt one (1) or
 26    more amendments to the corporation's articles subject to any approval required
 27    pursuant to section 30-13-99,  Idaho  Code.   The  corporation  shall  provide
 28    notice  of  any meeting at which an amendment is to be voted upon.  The notice
 29    shall be in accordance with section 30-3-76(3), Idaho Code.  The  notice  must
 30    also  state that the purpose, or one (1) of the purposes, of the meeting is to
 31    consider a proposed amendment to the articles and contain or be accompanied by
 32    a copy or summary of the amendment or state the general nature of  the  amend-
 33    ment.  The amendment must be approved by a majority of the directors in office
 34    at the time the amendment is adopted.
                                                                        
 35        SECTION 35.  That Section 30-3-104, Idaho Code, be, and the same is hereby
 36    amended to read as follows:
                                                                        
 37        30-3-104.  MERGER  WITH  FOREIGN  CORPORATION. (1) One (1) or more foreign
 38    business or nonprofit corporations may merge with one  (1)  or  more  domestic
 39    nonprofit corporations if:
 40        (a)  The  merger  is  permitted  by  the law of the state or country under
 41        whose law each foreign corporation is incorporated and each foreign corpo-
 42        ration complies with that law in effecting the merger;
 43        (b)  The foreign corporation complies with section 30-3-102,  Idaho  Code,
 44        if it is the surviving corporation of the merger; and
 45        (c)  Each domestic nonprofit corporation complies with the applicable pro-
 46        visions  of  sections  30-3-99 and 30-3-101, Idaho Code, and, if it is the
 47        surviving corporation of the merger, with section 30-3-102, Idaho Code.
 48        (2)  Upon the merger taking effect, the surviving foreign business or non-
 49    profit corporation is deemed to have irrevocably appointed  the  secretary  of
 50    state as its agent for service of may be served with process in any proceeding
 51    brought against it as provided in section 30-413, Idaho Code.
                                                                        
                                       30
                                                                        
  1        SECTION 36.  That Section 30-3-115, Idaho Code, be, and the same is hereby
  2    amended to read as follows:
                                                                        
  3        30-3-115.  UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (1) The directors
  4    of  a  dissolved  corporation  may  also publish notice of its dissolution and
  5    request that persons with claims  against  the  corporation  present  them  in
  6    accordance with the notice.
  7        (2)  The notice must:
  8        (a)  Be  published  one  (1) time in a newspaper of general circulation in
  9        the county where the dissolved corporation's principal office  is  or  was
 10        located,  or, if none in this state, its registered office, is or was last
 11        located in Ada county;
 12        (b)  Describe the information that must be included in a claim and provide
 13        a mailing address where the claim may be sent; and
 14        (c)  State that a claim against the corporation will be  barred  unless  a
 15        proceeding  to  enforce the claim is commenced within five (5) years after
 16        publication of the notice.
 17        (3)  If the directors of  a  dissolved  corporation  publish  a  newspaper
 18    notice in accordance with subsection (2) of this section, the claim of each of
 19    the  following  claimants is barred unless the claimant commences a proceeding
 20    to enforce the claim against the dissolved corporation within five  (5)  years
 21    after the publication date of the newspaper notice:
 22        (a)  A claimant who did not receive written notice under section 30-3-114,
 23        Idaho Code;
 24        (b)  A  claimant  whose claim was timely sent to the dissolved corporation
 25        but not acted on; and
 26        (c)  A claimant whose claim is contingent or based on an  event  occurring
 27        after the effective date of dissolution.
 28        (4)  A claim may be enforced under this section:
 29        (a)  Against  the dissolved corporation to the extent of its undistributed
 30        assets; or
 31        (b)  If the assets have been distributed in liquidation, against any  per-
 32        son,  other  than  a  creditor of the corporation, to whom the corporation
 33        distributed its property to the extent of the distributee's pro rata share
 34        of the claim or the corporate assets distributed to such person in  liqui-
 35        dation,  whichever  is less, but the distributee's total liability for all
 36        claims under this section may not exceed the total amount of  assets  dis-
 37        tributed to the distributee.
                                                                        
 38        SECTION  37.  That  Section  30-3-115A,  Idaho  Code,  be, and the same is
 39    hereby amended to read as follows:
                                                                        
 40        30-3-115A.  GROUNDS FOR ADMINISTRATIVE DISSOLUTION. The secretary of state
 41    may administratively dissolve a corporation  under  section  30-3-115B,  Idaho
 42    Code, if:
 43        (1)  The  corporation  does not deliver its annual report to the secretary
 44    of state by the date on which it is due;
 45        (2)  The corporation is without a registered agent or registered office in
 46    this state for sixty (60) days or more;
 47        (3)  The secretary of state has credible information that the  corporation
 48    has  failed  to notify the secretary of state within sixty (60) days after the
 49    occurrence that its registered agent or registered office has been changed, or
 50    that its registered agent has resigned, or that its registered office has been
 51    discontinued; or
 52        (4)  The corporation's period of duration stated in its articles of incor-
                                                                        
                                       31
                                                                        
  1    poration expires.
                                                                        
  2        SECTION 38.  That Section 30-3-115B, Idaho  Code,  be,  and  the  same  is
  3    hereby amended to read as follows:
                                                                        
  4        30-3-115B.  PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION. (1) If
  5    the  secretary  of  state  determines that one (1) or more grounds exist under
  6    section 30-3-115A, Idaho Code, for dissolving a  corporation,  he  shall  give
  7    notice  of  his determination to the corporation by first class mail addressed
  8    to its mailing address as indicated on its most recent annual  report  or,  if
  9    the  corporation  has not yet filed an annual report, to its registered office
 10    agent.
 11        (2)  If the corporation does not correct each ground  for  dissolution  or
 12    demonstrate to the reasonable satisfaction of the secretary of state that each
 13    ground  determined  by the secretary of state does not exist within sixty (60)
 14    days after receipt of the notice of  determination,  the  secretary  of  state
 15    shall administratively dissolve the corporation by noting the fact of dissolu-
 16    tion  and  the  effective  date thereof in his records. The secretary of state
 17    shall give notice of the dissolution to the corporation by  first  class  mail
 18    addressed to its mailing address as indicated on its most recent annual report
 19    or,  if  the corporation has not yet filed an annual report, to its registered
 20    office agent.
 21        (3)  A corporation  administratively  dissolved  continues  its  corporate
 22    existence  but  may not carry on any business except that necessary to wind up
 23    and liquidate its business and affairs under section 30-3-113, Idaho Code, and
 24    notify claimants under sections 30-3-114 and 30-3-115, Idaho Code.
 25        (4)  The administrative dissolution of a corporation  does  not  terminate
 26    the authority of its registered agent.
                                                                        
 27        SECTION  39.  That  Section  30-3-115C,  Idaho  Code,  be, and the same is
 28    hereby amended to read as follows:
                                                                        
 29        30-3-115C.  REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (1) A cor-
 30    poration administratively dissolved under section 30-3-115B, Idaho  Code,  may
 31    apply  to the secretary of state for reinstatement within ten (10) years after
 32    the effective date of dissolution. The application must:
 33        (a)  Recite the name of the corporation and the date of its incorporation;
 34        (b)  State that the corporation applies for reinstatement;
 35        (c)  If the corporation's name or one deceptively similar thereto has been
 36        appropriated by another entity whose organizational  documents  are  filed
 37        with the secretary of state, be accompanied either by a consent to the use
 38        of  a deceptively similar name executed by the other entity or by articles
 39        of amendment by which the corporation adopts a  new  name  which  complies
 40        with the requirements of section 30-3-27, Idaho Code; and
 41        (d)  Be  accompanied by a current annual report, appointment of registered
 42        agent pursuant to section 30-405, Idaho Code, or articles of amendment  to
 43        extend  the corporate existence, as appropriate to the reason for adminis-
 44        trative dissolution.
 45        (2)  If the secretary of state determines that  the  application  contains
 46    the information required by subsection (1) of this section and that the infor-
 47    mation  is  correct, he shall cancel the dissolution and prepare a certificate
 48    of reinstatement that recites the fact and effective date  of  the  reinstate-
 49    ment, file a copy thereof and return the original to the corporation.
 50        (3)  When  the  reinstatement  is  effective, it relates back to and takes
 51    effect as of the effective date of the administrative dissolution and the cor-
                                                                        
                                       32
                                                                        
  1    poration resumes carrying on its business as if the administrative dissolution
  2    had never occurred.
                                                                        
  3        SECTION 40.  That Section 30-3-118, Idaho Code, be, and the same is hereby
  4    amended to read as follows:
                                                                        
  5        30-3-118.  APPLICATION OF FOREIGN CORPORATION FOR CERTIFICATE  OF  AUTHOR-
  6    ITY.  (1)  A  foreign  corporation may apply for a certificate of authority to
  7    transact business in this state by delivering an application to the  secretary
  8    of state.  The application must set forth:
  9        (a)  The  name  of  the foreign corporation or, if its name is unavailable
 10        for use in this state, a corporate name that satisfies the requirements of
 11        section 30-3-121, Idaho Code;
 12        (b)  The name of the state or country under whose law it is incorporated;
 13        (c)  The date of incorporation and period of duration;
 14        (d)  The street address of its principal office;
 15        (e)  The name and street address of its registered office  agent  in  this
 16        state; and the name of its registered agent at that office;
 17        (f)  The  names and usual business or home addresses of its current direc-
 18        tors and officers;
 19        (g)  Whether the foreign corporation has members.
 20        (2)  The foreign corporation shall deliver with the completed  application
 21    a  certificate  of  corporate  existence  or  status, or a document of similar
 22    import.
                                                                        
 23        SECTION 41.  That Section 30-3-119, Idaho Code, be, and the same is hereby
 24    amended to read as follows:
                                                                        
 25        30-3-119.  FOREIGN CORPORATION AMENDED CERTIFICATE  OF  AUTHORITY.  (1)  A
 26    foreign  corporation authorized to transact business in this state must obtain
 27    an amended certificate of authority from the secretary of state if it changes:
 28        (a)  Its corporate name;
 29        (b)  The period of its duration; or
 30        (c)  Any of the information required by section 30-405, Idaho Code; or
 31        (d)  The state or country of its incorporation.
 32        (2)  The requirements of section 30-3-119, Idaho Code,  for  obtaining  an
 33    original  certificate  of  authority apply to obtaining an amended certificate
 34    under this section and the corporation shall deliver with  the  application  a
 35    certificate evidencing the change duly authenticated by the secretary of state
 36    or  other official having custody or corporate records in the state or country
 37    under whose law it is incorporated.
                                                                        
 38        SECTION 42.  That Sections  30-3-122,  30-3-123,  30-3-124  and  30-3-125,
 39    Idaho Code, be, and the same are hereby repealed.
                                                                        
 40        SECTION 43.  That Section 30-3-126, Idaho Code, be, and the same is hereby
 41    amended to read as follows:
                                                                        
 42        30-3-126.  WITHDRAWAL  OF  FOREIGN  CORPORATION. (1) A foreign corporation
 43    authorized to transact business in this state may  withdraw  from  this  state
 44    upon  procuring  from  the secretary of state a certificate of withdrawal.  In
 45    order to procure such certificate  of  withdrawal,  such  foreign  corporation
 46    shall  deliver  to the secretary of state an application for withdrawal, which
 47    shall set forth:
 48        (a)  The name of the corporation and the state or country under  the  laws
                                                                        
                                       33
                                                                        
  1        of which it is incorporated;
  2        (b)  That the corporation is not transacting business in this state;
  3        (c)  That the corporation surrenders its authority to transact business in
  4        this state;
  5        (d)  That the corporation revokes the authority of its registered agent in
  6        this state to accept service of process and consents that service of proc-
  7        ess in any action, suit or proceeding based upon any cause of action aris-
  8        ing in this state during the time the corporation was authorized to trans-
  9        act  business  in this state may thereafter be made on such corporation by
 10        service thereon; in the manner provided in section 30-3-125, Idaho Code;
 11        (e)  A post-office address to which a copy of any process against the cor-
 12        poration may be served on  it;  pursuant  to  the  provisions  of  section
 13        30-3-125, Idaho Code; and
 14        (f)  Such  additional  information  as  may be necessary or appropriate in
 15        order to enable the secretary of state to determine and assess any  unpaid
 16        fees payable by such foreign corporation as in this act prescribed.
 17        The  application for withdrawal shall be made on forms prescribed and fur-
 18    nished by the secretary of state and shall be executed by the  corporation  by
 19    its  president or a vice president and by its secretary or an assistant secre-
 20    tary, and verified by one (1) of the officers signing the application, or,  if
 21    the corporation is in the hands of a receiver or trustee, shall be executed on
 22    behalf of the corporation by such receiver or trustee and verified by him.
 23        (2)  Duplicate  originals  of  such  application  for  withdrawal shall be
 24    delivered to the secretary of state.  If the secretary  of  state  finds  that
 25    such  application  conforms  to the provisions of this act, he shall, when all
 26    fees have been paid as in this act prescribed:
 27        (a)  Endorse on each of such duplicate originals the word "Filed," and the
 28        month, day and year of the filing thereof.
 29        (b)  File one (1) of such duplicate originals in his office.
 30        (c)  Issue a certificate of withdrawal to which he shall affix  the  other
 31        duplicate original.
 32        The certificate of withdrawal, together with the duplicate original of the
 33    application for withdrawal affixed thereto by the secretary of state, shall be
 34    returned  to the corporation or its representative.  Upon the issuance of such
 35    certificate of withdrawal, the authority of the corporation to transact  busi-
 36    ness in this state shall cease.
                                                                        
 37        SECTION 44.  That Section 30-3-127, Idaho Code, be, and the same is hereby
 38    amended to read as follows:
                                                                        
 39        30-3-127.  GROUNDS  FOR REVOCATION OF CERTIFICATE OF AUTHORITY. The secre-
 40    tary of state may commence a proceeding under section 30-3-128, Idaho Code, to
 41    revoke the certificate of authority of a  foreign  corporation  authorized  to
 42    transact business in this state if:
 43        (1)  The  foreign  corporation  does  not deliver its annual report to the
 44    secretary of state by the date on which it is due;
 45        (2)  The foreign corporation is without a registered agent  or  registered
 46    office in this state for sixty (60) days or more;
 47        (3)  The secretary of state has credible information that the foreign cor-
 48    poration  has failed to notify the secretary of state by an appropriate filing
 49    within sixty (60) days of the occurrence that its registered agent  or  regis-
 50    tered  office has changed, or  that its registered agent has resigned, or that
 51    its registered office has been discontinued;
 52        (4)  The secretary of state has credible information that an incorporator,
 53    director, officer or agent of the foreign corporation  signed  a  document  he
                                                                        
                                       34
                                                                        
  1    knew was false in any material respect with intent that the document be deliv-
  2    ered to the secretary of state for filing; or
  3        (5)  The secretary of state receives a duly authenticated certificate from
  4    the official having custody of corporate records in the state or country under
  5    whose  law  the  foreign corporation is incorporated, stating that it has been
  6    dissolved or has disappeared as a result of a merger.
                                                                        
  7        SECTION 45.  That Section 30-3-128, Idaho Code, be, and the same is hereby
  8    amended to read as follows:
                                                                        
  9        30-3-128.  PROCEDURE AND EFFECT OF REVOCATION OF AUTHORITY OF FOREIGN COR-
 10    PORATION. (1) If the secretary of  state  determines  that  one  (1)  or  more
 11    grounds exist under section 30-3-127, Idaho Code, for revocation of a certifi-
 12    cate  of  authority,  he shall give notice of his determination to the foreign
 13    corporation by first class mail addressed to its mailing address as  indicated
 14    on  its  most  recent annual report or, if the foreign corporation has not yet
 15    filed an annual report, to its registered office.
 16        (2)  If the foreign corporation does not correct each ground  for  revoca-
 17    tion  or  demonstrate to the reasonable satisfaction of the secretary of state
 18    that each ground for revocation determined by the secretary of state does  not
 19    exist within sixty (60) days after receipt of the notice of determination, the
 20    secretary of state may revoke the foreign corporation's certificate of author-
 21    ity  by  noting  the  fact of revocation and the effective date thereof in his
 22    records. The secretary of state shall give notice of  the  revocation  to  the
 23    foreign  corporation  by  first class mail addressed to its mailing address as
 24    indicated on its most recent annual report, or if the foreign corporation  has
 25    not yet filed an annual report, to its registered office.
 26        (3)  The  authority  of a foreign corporation to transact business in this
 27    state ceases on the date shown on the notice of revocation of its  certificate
 28    of authority.
 29        (4)  Service  of  process  on  a  foreign corporation whose certificate of
 30    authority has been revoked may be made upon its registered agent, if  any,  or
 31    pursuant to section 30-3-125, Idaho Code.
 32        (5)  Revocation  of  a foreign corporation's certificate of authority does
 33    not terminate the authority of the registered agent of the corporation.
                                                                        
 34        SECTION 46.  That Sections  53-2-114,  53-2-115,  53-2-116  and  53-2-117,
 35    Idaho Code, be, and the same are hereby repealed.
                                                                        
 36        SECTION 47.  That Section 53-2-201, Idaho Code, be, and the same is hereby
 37    amended to read as follows:
                                                                        
 38        53-2-201.  FORMATION  OF  LIMITED  PARTNERSHIP  --  CERTIFICATE OF LIMITED
 39    PARTNERSHIP. (1) In order for a limited partnership to be formed,  a  certifi-
 40    cate  of  limited  partnership must be delivered to the secretary of state for
 41    filing. The certificate must state:
 42        (a)  The name of the limited partnership, which must comply  with  section
 43        53-2-108, Idaho Code;
 44        (b)  The  mailing address of the initial principal office and the name and
 45        street address of the initial registered agent at  the  registered  office
 46        information required by section 30-405(1), Idaho Code;
 47        (c)  The name and mailing address of each general partner;
 48        (d)  Whether  the limited partnership is a limited liability limited part-
 49        nership; and
 50        (e)  Any additional information required by part 11 of this chapter.
                                                                        
                                       35
                                                                        
  1        (2)  A certificate of limited partnership may also contain any other  mat-
  2    ters  but may not vary or otherwise affect the provisions specified in section
  3    53-2-110(2), Idaho Code, in a manner inconsistent with that section.
  4        (3)  If there has been substantial compliance with subsection (1) of  this
  5    section,  subject to section 53-2-206(3), Idaho Code, a limited partnership is
  6    formed when the secretary of state files the certificate of  limited  partner-
  7    ship.
  8        (4)  Subject  to  subsection  (2)  of  this section, if any provision of a
  9    partnership agreement is inconsistent with the filed  certificate  of  limited
 10    partnership  or with a filed statement of dissociation, termination, or change
 11    or filed articles of conversion or merger:
 12        (a)  The partnership agreement prevails as to  partners  and  transferees;
 13        and
 14        (b)  The  filed certificate of limited partnership, statement of dissocia-
 15        tion, termination, or change or articles of conversion or  merger  prevail
 16        as  to  persons, other than partners and transferees, that reasonably rely
 17        on the filed record to their detriment.
                                                                        
 18        SECTION 48.  That Section 53-2-202, Idaho Code, be, and the same is hereby
 19    amended to read as follows:
                                                                        
 20        53-2-202.  AMENDMENT OR RESTATEMENT OF CERTIFICATE. (1) In order to  amend
 21    its  certificate of limited partnership, a limited partnership must deliver to
 22    the secretary of state for filing an amendment or, pursuant to part 11 of this
 23    chapter, articles of merger stating:
 24        (a)  The name of the limited partnership;
 25        (b)  The date of filing of its initial certificate; and
 26        (c)  The changes the amendment makes to the certificate as  most  recently
 27        amended or restated.
 28        (2)  A  limited  partnership  shall  promptly  deliver to the secretary of
 29    state for filing an amendment to  a  certificate  of  limited  partnership  to
 30    reflect:
 31        (a)  The admission of a new general partner;
 32        (b)  The dissociation of a person as a general partner; or
 33        (c)  The  appointment  of  a  person  to wind up the limited partnership's
 34        activities under section 53-2-803(3) or (4), Idaho Code.
 35        (3)  A general partner that knows that any information in a filed certifi-
 36    cate of limited partnership was false when the certificate was  filed  or  has
 37    become false due to changed circumstances shall promptly:
 38        (a)  Cause the certificate to be amended; or
 39        (b)  If appropriate, deliver to the secretary of state for filing a state-
 40        ment of change pursuant to section 53-2-115, Idaho Code, or a statement of
 41        correction pursuant to section 53-2-207 or 30-408, Idaho Code.
 42        (4)  A  certificate  of limited partnership may be amended at any time for
 43    any other proper purpose as determined by the limited partnership.
 44        (5)  A restated certificate of limited partnership may be delivered to the
 45    secretary of state for filing in the same manner as an amendment.
 46        (6)  Subject to section 53-2-206(3), Idaho Code, an amendment or  restated
 47    certificate is effective when filed by the secretary of state.
                                                                        
 48        SECTION 49.  That Section 53-2-206, Idaho Code, be, and the same is hereby
 49    amended to read as follows:
                                                                        
 50        53-2-206.  DELIVERY  TO  AND  FILING  OF  RECORDS BY SECRETARY OF STATE --
 51    EFFECTIVE TIME AND DATE. (1) A record authorized or required to  be  delivered
                                                                        
                                       36
                                                                        
  1    to  the  secretary of state for filing under this chapter must be captioned to
  2    describe the record's purpose, be in a medium permitted by  the  secretary  of
  3    state,  and  be  delivered  to  the secretary of state. The secretary of state
  4    shall provide forms which may be used for filing records. Unless the secretary
  5    of state determines that a record does not comply with the filing requirements
  6    of this chapter, and if all filing fees have been paid, the secretary of state
  7    shall file the record and:
  8        (a)  For a statement of dissociation, send:
  9             (i)   A copy of the filed statement and a receipt for the fees to the
 10             person which the statement indicates has  dissociated  as  a  general
 11             partner; and
 12             (ii)  A  copy of the filed statement and receipt to the limited part-
 13             nership;
 14        (b)  For a statement of withdrawal, send:
 15             (i)   A copy of the filed statement and a receipt for the fees to the
 16             person on whose behalf the record was filed; and
 17             (ii)  If the statement refers to an existing limited  partnership,  a
 18             copy  of  the filed statement and receipt to the limited partnership;
 19             and
 20        (c)  For all other records, send a copy of the filed record and a  receipt
 21        for the fees to the person on whose behalf the record was filed.
 22        (2)  Upon  request and payment of a fee, the secretary of state shall send
 23    to the requester a certified copy of the requested record.
 24        (3)  Except as otherwise provided in sections 53-2-116 and 53-2-207, Idaho
 25    Code, a record delivered to the secretary of state for filing under this chap-
 26    ter may specify an effective time and a  delayed  effective  date.  Except  as
 27    otherwise  provided  in this chapter, a record filed by the secretary of state
 28    is effective:
 29        (a)  If the record does not specify an effective time and does not specify
 30        a delayed effective date, on the date and at the time the record is  filed
 31        as  evidenced by the secretary of state's endorsement of the date and time
 32        on the record;
 33        (b)  If the record specifies an effective time but not a delayed effective
 34        date, on the date the record is filed at the time specified in the record;
 35        (c)  If the record specifies a delayed effective date but not an effective
 36        time, at 12:01 a.m. on the earlier of:
 37             (i)   The specified date; or
 38             (ii)  The ninetieth day after the record is filed; or
 39        (d)  If the record specifies an effective time  and  a  delayed  effective
 40        date, at the specified time on the earlier of:
 41             (i)   The specified date; or
 42             (ii)  The ninetieth day after the record is filed.
                                                                        
 43        SECTION 50.  That Section 53-2-208, Idaho Code, be, and the same is hereby
 44    amended to read as follows:
                                                                        
 45        53-2-208.  LIABILITY  FOR  FALSE  INFORMATION  IN  FILED  RECORD. (1) If a
 46    record delivered to the secretary of state for filing under this  chapter  and
 47    filed  by  the  secretary   of state contains false information, a person that
 48    suffers loss by reliance on the information may recover damages for  the  loss
 49    from:
 50        (a)  A  person that signed the record, or caused another to sign it on the
 51        person's behalf, and knew the information to be  false  at  the  time  the
 52        record was signed; and
 53        (b)  A general partner that has notice that the information was false when
                                                                        
                                       37
                                                                        
  1        the record was filed or has become false because of changed circumstances,
  2        if  the general partner has notice for a reasonably sufficient time before
  3        the information is relied upon to enable the general partner to effect  an
  4        amendment  under section 53-2-202, Idaho Code, file a petition pursuant to
  5        section 53-2-205, Idaho Code, or deliver to the  secretary  of  state  for
  6        filing  a  statement  of change pursuant to section 53-2-115 30-408, Idaho
  7        Code, or a statement of correction pursuant  to  section  53-2-207,  Idaho
  8        Code.
  9        (2)  Signing  a record authorized or required to be filed under this chap-
 10    ter constitutes an affirmation under the penalties of perjury that  the  facts
 11    stated in the record are true.
                                                                        
 12        SECTION 51.  That Section 53-2-210, Idaho Code, be, and the same is hereby
 13    amended to read as follows:
                                                                        
 14        53-2-210.  ANNUAL REPORT FOR SECRETARY OF STATE. (1) A limited partnership
 15    or a foreign limited partnership authorized to transact business in this state
 16    shall  deliver  to  the  secretary  of  state for filing an annual report that
 17    states:
 18        (a)  The name of the limited partnership or foreign limited partnership;
 19        (b)  The mailing address of its principal office and the name  and  street
 20        address of its registered agent and registered office in this state infor-
 21        mation required by section 30-405(1), Idaho Code;
 22        (c)  In  the  case  of  a  foreign limited partnership, the state or other
 23        jurisdiction under whose law the foreign limited partnership is formed and
 24        any alternate name adopted under section 53-2-905(1), Idaho Code; and
 25        (d)  The name and mailing address of one (1) or more general partners.
 26        (2)  Information in an annual report must be current as of  the  date  the
 27    annual report is delivered to the secretary of state for filing.
 28        (3)  No  annual report need be filed during the first year after a limited
 29    partnership is formed or authorized to transact business in  this  state.  The
 30    first and all subsequent annual reports shall be delivered to the secretary of
 31    state each year before the end of the month during which a limited partnership
 32    was  originally  formed  or a foreign limited partnership was initially autho-
 33    rized to transact business.
 34        (4)  If an annual report does not contain the information required in sub-
 35    section (1) of this section, the secretary of state shall promptly notify  the
 36    reporting  limited  partnership  or foreign limited partnership and return the
 37    report to it for correction. If the report is corrected to contain the  infor-
 38    mation  required in subsection (1) of this section and delivered to the secre-
 39    tary of state within thirty (30) days after the effective date of the  notice,
 40    it is timely delivered.
 41        (5)  If  a  filed annual report contains an address of a registered office
 42    or the name or address of a registered agent information provided  under  sub-
 43    section (1)(b) of this section which differs from the information shown in the
 44    records of the secretary of state immediately before the filing, the differing
 45    information  in  the  annual  report is considered a statement of change under
 46    section 53-2-115 30-408, Idaho Code, provided the  change  in  information  is
 47    with the consent of any new registered agent.
                                                                        
 48        SECTION 52.  That Section 53-2-304, Idaho Code, be, and the same is hereby
 49    amended to read as follows:
                                                                        
 50        53-2-304.  RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO INFORMA-
 51    TION.  (1)  On ten (10) days' demand, made in a record received by the limited
                                                                        
                                       38
                                                                        
  1    partnership, a limited partner may inspect and copy required information  dur-
  2    ing  regular  business hours in the limited partnership's designated principal
  3    office. The limited partner need not have any particular purpose  for  seeking
  4    the information.
  5        (2)  During  regular business hours and at a reasonable location specified
  6    by the limited partnership, a limited partner  may  obtain  from  the  limited
  7    partnership and inspect and copy true and full information regarding the state
  8    of the activities and financial condition of the limited partnership and other
  9    information regarding the activities of the limited partnership as is just and
 10    reasonable if:
 11        (a)  The  limited  partner  seeks the information for a purpose reasonably
 12        related to the partner's interest as a limited partner;
 13        (b)  The limited partner makes a demand in a record received by  the  lim-
 14        ited partnership, describing with reasonable particularity the information
 15        sought and the purpose for seeking the information; and
 16        (c)  The information sought is directly connected to the limited partner's
 17        purpose.
 18        (3)  Within  ten (10) days after receiving a demand pursuant to subsection
 19    (2) of this section, the limited partnership in a record shall inform the lim-
 20    ited partner that made the demand:
 21        (a)  What information the limited partnership will provide in response  to
 22        the demand;
 23        (b)  When  and where the limited partnership will provide the information;
 24        and
 25        (c)  If the limited partnership declines to provide any demanded  informa-
 26        tion, the limited partnership's reasons for declining.
 27        (4)  Subject  to subsection (6) of this section, a person dissociated as a
 28    limited partner may inspect and copy required information during regular busi-
 29    ness hours in the limited partnership's designated principal office if:
 30        (a)  The information pertains to the period during which the person was  a
 31        limited partner;
 32        (b)  The person seeks the information in good faith; and
 33        (c)  The person meets the requirements of subsection (2) of this section.
 34        (5)  The  limited  partnership  shall respond to a demand made pursuant to
 35    subsection (4) of this section in the same manner as  provided  in  subsection
 36    (3) of this section.
 37        (6)  If a limited partner dies, section 53-2-704, Idaho Code, applies.
 38        (7)  The limited partnership may impose reasonable restrictions on the use
 39    of  information  obtained under this section. In a dispute concerning the rea-
 40    sonableness of a restriction under this subsection,  the  limited  partnership
 41    has the burden of proving reasonableness.
 42        (8)  A  limited  partnership may charge a person that makes a demand under
 43    this section reasonable costs of copying, limited to the costs  of  labor  and
 44    material.
 45        (9)  Whenever  this chapter or a partnership agreement provides for a lim-
 46    ited partner to give or withhold consent to a matter, before  the  consent  is
 47    given  or withheld, the limited partnership shall, without demand, provide the
 48    limited partner with all information material to the limited  partner's  deci-
 49    sion that the limited partnership knows.
 50        (10) A  limited  partner  or  person  dissociated as a limited partner may
 51    exercise the rights under this section through an attorney or other agent. Any
 52    restriction imposed under subsection (7) of this section or by the partnership
 53    agreement applies both to the attorney or other agent and to the limited part-
 54    ner or person dissociated as a limited partner.
 55        (11) The rights stated in this section do not extend to a person as trans-
                                                                        
                                       39
                                                                        
  1    feree, but may be exercised by the legal representative of an individual under
  2    legal disability who is a limited partner or person dissociated as  a  limited
  3    partner.
                                                                        
  4        SECTION 53.  That Section 53-2-407, Idaho Code, be, and the same is hereby
  5    amended to read as follows:
                                                                        
  6        53-2-407.  RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMA-
  7    TION. (1) A general partner, without having any particular purpose for seeking
  8    the information, may inspect and copy during regular business hours:
  9        (a)  In  the  limited  partnership's designated principal office, required
 10        information; and
 11        (b)  At a reasonable location specified by the  limited  partnership,  any
 12        other  records maintained by the limited partnership regarding the limited
 13        partnership's activities and financial condition.
 14        (2)  Each general partner and the limited partnership shall furnish  to  a
 15    general partner:
 16        (a)  Without  demand, any information concerning the limited partnership's
 17        activities and activities reasonably required for the proper  exercise  of
 18        the general partner's rights and duties under the partnership agreement or
 19        this chapter; and
 20        (b)  On demand, any other information concerning the limited partnership's
 21        activities, except to the extent the demand or the information demanded is
 22        unreasonable or otherwise improper under the circumstances.
 23        (3)  Subject  to  subsection (5) of this section, on ten (10) days' demand
 24    made in a record received by the limited partnership, a person dissociated  as
 25    a  general partner may have access to the information and records described in
 26    subsection (1) of this section at the location specified in subsection (1)  of
 27    this section if:
 28        (a)  The  information  or  record  pertains to the period during which the
 29        person was a general partner;
 30        (b)  The person seeks the information or record in good faith; and
 31        (c)  The person satisfies the requirements imposed on a limited partner by
 32        section 53-2-304(2), Idaho Code.
 33        (4)  The limited partnership shall respond to a demand  made  pursuant  to
 34    subsection  (3)  of  this  section  in  the same manner as provided in section
 35    53-2-304(3), Idaho Code.
 36        (5)  If a general partner dies, section 53-2-704, Idaho Code, applies.
 37        (6)  The limited partnership may impose reasonable restrictions on the use
 38    of information under this section. In any dispute concerning  the  reasonable-
 39    ness  of  a restriction under this subsection, the limited partnership has the
 40    burden of proving reasonableness.
 41        (7)  A limited partnership may charge a person dissociated  as  a  general
 42    partner  that  makes  a demand under this section reasonable costs of copying,
 43    limited to the costs of labor and material.
 44        (8)  A general partner or person dissociated  as  a  general  partner  may
 45    exercise the rights under this section through an attorney or other agent. Any
 46    restriction  imposed   under subsection (6) of this section or by the partner-
 47    ship agreement applies both to the attorney or other agent and to the  general
 48    partner or person dissociated as a general partner.
 49        (9)  The  rights  under  this  section do not extend to a person as trans-
 50    feree, but the rights under  subsection  (3)  of  this  section  of  a  person
 51    dissociated  as a general partner may be exercised by the legal representative
 52    of  an  individual  who  dissociated  as  a  general  partner  under   section
 53    53-2-603(7)(b) or (c), Idaho Code.
                                                                        
                                       40
                                                                        
  1        SECTION 54.  That Section 53-2-807, Idaho Code, be, and the same is hereby
  2    amended to read as follows:
                                                                        
  3        53-2-807.  OTHER  CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (1) A dis-
  4    solved limited partnership may publish notice of its dissolution  and  request
  5    persons  having  claims  against  the  limited  partnership to present them in
  6    accordance with the notice.
  7        (2)  The notice must:
  8        (a)  Be published at least once in a newspaper of general  circulation  in
  9        the  county  in which the dissolved limited partnership's principal office
 10        is located or, if it has none in this state, in the Ada county;  in  which
 11        the limited partnership's designated office is or was last located;
 12        (b)  Describe the information required to be contained in a claim and pro-
 13        vide a mailing address to which the claim is to be sent;
 14        (c)  State  that  a claim against the limited partnership is barred unless
 15        an action to enforce the claim is commenced within five  (5)  years  after
 16        publication of the notice; and
 17        (d)  Unless  the  limited  partnership has been throughout its existence a
 18        limited liability limited partnership, state that the barring of  a  claim
 19        against  the  limited  partnership  will  also bar any corresponding claim
 20        against any general partner or person dissociated  as  a  general  partner
 21        which is based on section 53-2-404, Idaho Code.
 22        (3)  If  a  dissolved limited partnership publishes a notice in accordance
 23    with subsection (2) of this section, the claim of each of the following claim-
 24    ants is barred unless the claimant commences an action to  enforce  the  claim
 25    against the dissolved limited partnership within five (5) years after the pub-
 26    lication date of the notice:
 27        (a)  A  claimant  that  did  not  receive notice in a record under section
 28        53-2-806, Idaho Code;
 29        (b)  A claimant whose claim was timely sent to the dissolved limited part-
 30        nership but not acted on; and
 31        (c)  A claimant whose claim is contingent or based on an  event  occurring
 32        after the effective date of dissolution.
 33        (4)  A claim not barred under this section may be enforced:
 34        (a)  Against  the  dissolved  limited  partnership,  to  the extent of its
 35        undistributed assets;
 36        (b)  If the assets have been distributed in liquidation, against a partner
 37        or transferee to the extent of that person's proportionate  share  of  the
 38        claim  or  the  limited partnership's assets distributed to the partner or
 39        transferee in liquidation, whichever is less, but a person's total liabil-
 40        ity for all claims under this paragraph does not exceed the  total  amount
 41        of  assets distributed to the person as part of the winding up of the dis-
 42        solved limited partnership; or
 43        (c)  Against any person liable on the claim under section 53-2-404,  Idaho
 44        Code.
                                                                        
 45        SECTION 55.  That Section 53-2-902, Idaho Code, be, and the same is hereby
 46    amended to read as follows:
                                                                        
 47        53-2-902.  APPLICATION FOR CERTIFICATE OF AUTHORITY. (1) A foreign limited
 48    partnership  may  apply for a certificate of authority to transact business in
 49    this state by delivering an application to the secretary of state for  filing.
 50    The application must state:
 51        (a)  The name of the foreign limited partnership and, if the name does not
 52        comply with section 53-2-108, Idaho Code, an alternate name adopted pursu-
                                                                        
                                       41
                                                                        
  1        ant to section 53-2-905(1), Idaho Code;
  2        (b)  The  name of the state or other jurisdiction under whose law the for-
  3        eign limited partnership is organized;
  4        (c)  The street and mailing address of the foreign  limited  partnership's
  5        principal office and, if the laws of the jurisdiction under which the for-
  6        eign limited partnership is organized require the foreign limited partner-
  7        ship  to  maintain  an office in that jurisdiction, the street and mailing
  8        address of the required office;
  9        (d)  The name and street  and  mailing  address  of  the  foreign  limited
 10        partnership's  initial agent for service of process in this state informa-
 11        tion required by section 30-405(1), Idaho Code;
 12        (e)  The name and street and mailing address of each of the  foreign  lim-
 13        ited partnership's general partners; and
 14        (f)  Whether  the foreign limited partnership is a foreign limited liabil-
 15        ity limited partnership.
 16        (2)  A foreign limited partnership shall deliver with the completed appli-
 17    cation a certificate of existence or a record of similar import signed by  the
 18    secretary  of  state  or  other official having custody of the foreign limited
 19    partnership's publicly filed records in the state or other jurisdiction  under
 20    whose law the foreign limited partnership is organized.
                                                                        
 21        SECTION 56.  That Section 53-2-906, Idaho Code, be, and the same is hereby
 22    amended to read as follows:
                                                                        
 23        53-2-906.  REVOCATION  OF  CERTIFICATE  OF AUTHORITY. (1) A certificate of
 24    authority of a foreign limited partnership to transact business in this  state
 25    may be revoked by the secretary of state in the manner provided in subsections
 26    (2) and (3) of this section if the foreign limited partnership does not:
 27        (a)  Pay,  within sixty (60) days after the due date, any fee, tax or pen-
 28        alty due to the secretary of state under this chapter or other law;
 29        (b)  Deliver, within sixty (60) days after the due date, its annual report
 30        required under section 53-2-210, Idaho Code;
 31        (c)  Appoint and maintain an agent for service of process as  required  by
 32        section 53-2-114(2) 30-405(1), Idaho Code; or
 33        (d)  Deliver  for  filing  a statement of a change under section 53-2-115,
 34        Idaho Code, within thirty (30) days after a change  has  occurred  in  the
 35        name or address of the agent.
 36        (2)  In order to revoke a certificate of authority, the secretary of state
 37    must  prepare,  sign,  and  file a notice of revocation and send a copy to the
 38    foreign limited partnership's agent for service of process in this  state,  or
 39    if  the  foreign  limited  partnership  does not appoint and maintain a proper
 40    agent in this state, to the foreign limited partnership's designated principal
 41    office. The notice must state:
 42        (a)  The revocation's effective date, which must be at  least  sixty  (60)
 43        days after the date the secretary of state sends the copy; and
 44        (b)  The  foreign limited partnership's failures to comply with subsection
 45        (1) of this section which are the reason for the revocation.
 46        (3)  The authority of the foreign limited partnership to transact business
 47    in this state ceases on the effective date of the notice of revocation  unless
 48    before  that date the foreign limited partnership cures each failure to comply
 49    with subsection (1) of this section stated in the notice. If the foreign  lim-
 50    ited  partnership cures the failures, the secretary of state shall so indicate
 51    on the filed notice.
                                                                        
 52        SECTION 57.  That Section 53-2-1104, Idaho  Code,  be,  and  the  same  is
                                                                        
                                       42
                                                                        
  1    hereby amended to read as follows:
                                                                        
  2        53-2-1104.  FILINGS REQUIRED FOR CONVERSION -- EFFECTIVE DATE. (1) After a
  3    plan of conversion is approved:
  4        (a)  A  converting  limited  partnership shall deliver to the secretary of
  5        state for filing articles of conversion, which must include:
  6             (i)   A statement that the limited  partnership  has  been  converted
  7             into another organization;
  8             (ii)  The  name  and form of the organization and the jurisdiction of
  9             its governing statute;
 10             (iii) The date the conversion is effective under the governing  stat-
 11             ute of the converted organization;
 12             (iv)  A  statement  that  the  conversion was approved as required by
 13             this chapter;
 14             (v)   A statement that the conversion was approved as required by the
 15             governing statute of the converted organization; and
 16             (vi)  If the converted organization is  a  foreign  organization  not
 17             authorized to transact business in this state, the street and mailing
 18             address of an office which the secretary of state may use be used for
 19             the  purposes  service  of  process under section 53-2-1105(3), Idaho
 20             Code; and
 21        (b)  If the converting organization is not a converting  limited  partner-
 22        ship,  the converting organization shall deliver to the secretary of state
 23        for filing a certificate of limited partnership, which  must  include,  in
 24        addition to the information required by section 53-2-201, Idaho Code:
 25             (i)   A  statement  that  the  limited partnership was converted from
 26             another organization;
 27             (ii)  The name and form of the organization and the  jurisdiction  of
 28             its governing statute; and
 29             (iii) A  statement  that the conversion was approved in a manner that
 30             complied with the organization's governing statute.
 31        (2)  A conversion becomes effective:
 32        (a)  If the converted organization is a limited partnership, when the cer-
 33        tificate of limited partnership takes effect; and
 34        (b)  If the converted organization is not a limited partnership,  as  pro-
 35        vided by the governing statute of the converted organization.
                                                                        
 36        SECTION  58.  That  Section  53-2-1105,  Idaho  Code,  be, and the same is
 37    hereby amended to read as follows:
                                                                        
 38        53-2-1105.  EFFECT OF CONVERSION. (1) An organization that has  been  con-
 39    verted  pursuant  to  this  part  11  is for all purposes the same entity that
 40    existed before the conversion.
 41        (2)  When a conversion takes effect:
 42        (a)  All property owned by the converting organization remains  vested  in
 43        the converted organization;
 44        (b)  All debts, liabilities, and other obligations of the converting orga-
 45        nization continue as obligations of the converted organization;
 46        (c)  An  action or proceeding pending by or against the converting organi-
 47        zation may be continued as if the conversion had not occurred;
 48        (d)  Except as prohibited by other law, all  of  the  rights,  privileges,
 49        immunities,  powers,  and  purposes  of the converting organization remain
 50        vested in the converted organization;
 51        (e)  Except as otherwise provided in the plan of conversion, the terms and
 52        conditions of the plan of conversion take effect; and
                                                                        
                                       43
                                                                        
  1        (f)  Except as otherwise agreed, the conversion does not dissolve  a  con-
  2        verting limited partnership for the purposes of part 8 of this chapter.
  3        (3)  A  converted  organization that is a foreign organization consents to
  4    the jurisdiction of the courts of this state to enforce any obligation owed by
  5    the converting limited partnership, if before the  conversion  the  converting
  6    limited  partnership  was  subject  to suit in this state on the obligation. A
  7    converted organization that is a foreign organization and  not  authorized  to
  8    transact  business  in this state appoints the secretary of state as its agent
  9    for service of process for purposes of enforcing an obligation under this sub-
 10    section. Service on the secretary of state under this subsection (3)  is  made
 11    in  the  same  manner and with the same consequences as in section 53-2-117(3)
 12    and (4) may be served with process  at  the  address  required  under  section
 13    53-2-1104(1)(a)(vi), Idaho Code.
                                                                        
 14        SECTION  59.  That  Section  53-2-1108,  Idaho  Code,  be, and the same is
 15    hereby amended to read as follows:
                                                                        
 16        53-2-1108.  FILINGS REQUIRED FOR MERGER -- EFFECTIVE DATE. (1) After  each
 17    constituent  organization  has  approved  a merger, articles of merger must be
 18    signed on behalf of:
 19        (a)  Each preexisting constituent limited  partnership,  by  each  general
 20        partner listed in the certificate of limited partnership; and
 21        (b)  Each  other  preexisting  constituent  organization, by an authorized
 22        representative.
 23        (2)  The articles of merger must include:
 24        (a)  The name and form of each constituent organization and the  jurisdic-
 25        tion of its governing statute;
 26        (b)  The  name and form of the surviving organization, the jurisdiction of
 27        its governing statute, and, if the surviving organization  is  created  by
 28        the merger, a statement to that effect;
 29        (c)  The  date  the merger is effective under the governing statute of the
 30        surviving organization;
 31        (d)  If the surviving organization is to be created by the merger:
 32             (i)   If it will be a limited partnership, the limited  partnership's
 33             certificate of limited partnership; or
 34             (ii)  If it will be an organization other than a limited partnership,
 35             the organizational document that creates the organization;
 36        (e)  If  the  surviving  organization preexists the merger, any amendments
 37        provided for in the plan of merger for the  organizational  document  that
 38        created the organization;
 39        (f)  A  statement  as to each constituent organization that the merger was
 40        approved as required by the organization's governing statute;
 41        (g)  If the surviving organization is a foreign  organization  not  autho-
 42        rized  to  transact business in this state, the street and mailing address
 43        of an office which the secretary of state may use be used for the purposes
 44        service of process under section 53-2-1109(2), Idaho Code; and
 45        (h)  Any additional information required by the governing statute  of  any
 46        constituent organization.
 47        (3)  Each  constituent  limited  partnership shall deliver the articles of
 48    merger for filing in the office of the secretary of state.
 49        (4)  A merger becomes effective under this part 11:
 50        (a)  If the surviving organization is  a  limited  partnership,  upon  the
 51        later of:
 52             (i)   Compliance with subsection (3) of this section; or
 53             (ii)  Subject to section 53-2-206(3), Idaho Code, as specified in the
                                                                        
                                       44
                                                                        
  1             articles of merger; or
  2        (b)  If  the  surviving organization is not a limited partnership, as pro-
  3        vided by the governing statute of the surviving organization.
                                                                        
  4        SECTION 60.  That Section 53-2-1109, Idaho  Code,  be,  and  the  same  is
  5    hereby amended to read as follows:
                                                                        
  6        53-2-1109.  EFFECT OF MERGER. (1) When a merger becomes effective:
  7        (a)  The surviving organization continues or comes into existence;
  8        (b)  Each  constituent organization that merges into the surviving organi-
  9        zation ceases to exist as a separate entity;
 10        (c)  All property owned by each constituent organization  that  ceases  to
 11        exist vests in the surviving organization;
 12        (d)  All  debts,  liabilities,  and  other obligations of each constituent
 13        organization that ceases to exist continue as obligations of the surviving
 14        organization;
 15        (e)  An action or proceeding pending by or against any constituent organi-
 16        zation that ceases to exist may be continued as  if  the  merger  had  not
 17        occurred;
 18        (f)  Except  as  prohibited  by  other law, all of the rights, privileges,
 19        immunities, powers, and purposes of  each  constituent  organization  that
 20        ceases to exist vest in the surviving organization;
 21        (g)  Except  as  otherwise  provided  in the plan of merger, the terms and
 22        conditions of the plan of merger take effect; and
 23        (h)  Except as otherwise agreed,  if  a  constituent  limited  partnership
 24        ceases  to exist, the merger does not dissolve the limited partnership for
 25        the purposes of part 8 of this chapter;
 26        (i)  If the surviving organization is created by the merger:
 27             (i)   If it is a limited  partnership,  the  certificate  of  limited
 28             partnership becomes effective; or
 29             (ii)  If  it is an organization other than a limited partnership, the
 30             organizational document that creates the organization becomes  effec-
 31             tive; and
 32        (j)  If  the  surviving  organization preexists the merger, any amendments
 33        provided for in the articles of merger  for  the  organizational  document
 34        that created the organization become effective.
 35        (2)  A  surviving  organization that is a foreign organization consents to
 36    the jurisdiction of the courts of this state to enforce any obligation owed by
 37    a constituent organization, if before the merger the constituent  organization
 38    was  subject to suit in this state on the obligation. A surviving organization
 39    that is a foreign organization and not authorized to transact business in this
 40    state appoints the secretary of state as its agent for service of process  for
 41    the  purposes of enforcing an obligation under this subsection. Service on the
 42    secretary of state under this subsection is made in the same manner  and  with
 43    the  same  consequences  as  in section 53-2-117(3) and (4) may be served with
 44    process at the address required  in  the  articles  of  merger  under  section
 45    53-2-1108(2)(g), Idaho Code.
                                                                        
 46        SECTION 61.  That Section 53-3-101, Idaho Code, be, and the same is hereby
 47    amended to read as follows:
                                                                        
 48        53-3-101.  DEFINITIONS. In this act:
 49        (1)  "Business" includes every trade, occupation and profession.
 50        (2)  "Debtor in bankruptcy" means a person who is the subject of:
 51        (i)   An  order  for  relief under title 11 of the United States Code or a
                                                                        
                                       45
                                                                        
  1        comparable order under a successor statute of general application; or
  2        (ii)  Comparable order under federal,  state,  or  foreign  law  governing
  3        insolvency.
  4        (3)  "Distribution"  means  a  transfer  of money or other property from a
  5    partnership to a partner in the partner's capacity as  a  partner  or  to  the
  6    partner's transferee.
  7        (4)  "Execution"  means any signature, mark or symbol affixed to a writing
  8    with the intent to authenticate the writing.  It  includes  an  electronically
  9    transmitted signature or symbol.
 10        (5)  "Foreign limited liability partnership" means a partnership that:
 11        (i)   Is formed under laws other than the laws of this state; and
 12        (ii)  Has the status of a limited liability partnership under those laws.
 13        (6)  "Legal  entity"  means an association of one (1) or more persons cre-
 14    ated pursuant to statute for the purpose of transacting business, whether  for
 15    profit or otherwise. It includes, but is not limited to, a corporation, a lim-
 16    ited liability company, a partnership or a limited liability partnership.
 17        (7)  "Limited  liability partnership" means a partnership that has filed a
 18    statement of qualification under section 53-3-1001, Idaho Code, and  does  not
 19    have a similar statement in effect in any other jurisdiction.
 20        (8)  "Partnership"  means  an  association  of  two (2) or more persons to
 21    carry on as co-owners a business for profit  formed  under  section  53-3-202,
 22    Idaho Code, predecessor law, or comparable law of another jurisdiction.
 23        (9)  "Partnership  agreement"  means the agreement, whether written, oral,
 24    or implied, among the partners concerning the  partnership,  including  amend-
 25    ments to the partnership agreement.
 26        (10) "Partnership  at will" means a partnership in which the partners have
 27    not agreed to remain partners until the expiration of a definite term  or  the
 28    completion of a particular undertaking.
 29        (11) "Partnership  interest"  or  "partner's  interest in the partnership"
 30    means all of a partner's interests in the partnership, including the partner's
 31    transferable interest and all management and other rights.
 32        (12) "Person" means an individual, corporation,  business  trust,  estate,
 33    trust,  partnership,  limited partnership, association, joint venture, limited
 34    liability company, government, governmental subdivision, agency, or instrumen-
 35    tality, or any other legal or commercial entity.
 36        (13) "Property" means all property, real, personal, or mixed, tangible  or
 37    intangible, or any interest therein.
 38        (14) "State" means a state of the United States, the District of Columbia,
 39    the  Commonwealth  of Puerto Rico, or any territory or insular possession sub-
 40    ject to the jurisdiction of the United States.
 41        (15) "Statement" means a statement of partnership authority under  section
 42    53-3-303,  Idaho  Code,  a  statement  of denial under section 53-3-304, Idaho
 43    Code, a statement of dissociation under section 53-3-704, Idaho Code, a state-
 44    ment of dissolution under section 53-3-805, Idaho Code, a statement of  merger
 45    under section 53-3-907, Idaho Code, a statement of qualification under section
 46    53-3-1001,  Idaho  Code,  a  statement  of foreign qualification under section
 47    53-3-1102, Idaho Code, or an amendment or cancellation of any of  the  forego-
 48    ing.
 49        (16) "Transfer"  includes an assignment, conveyance, lease, mortgage, deed
 50    and encumbrance.
                                                                        
 51        SECTION 62.  That Section 53-3-1001, Idaho  Code,  be,  and  the  same  is
 52    hereby amended to read as follows:
                                                                        
 53        53-3-1001.  STATEMENT  OF  QUALIFICATION.  (a)  A partnership may become a
                                                                        
                                       46
                                                                        
  1    limited liability partnership pursuant to this section.
  2        (b)  The terms and conditions on which a  partnership  becomes  a  limited
  3    liability  partnership  must  be  approved  by the vote necessary to amend the
  4    partnership agreement except, in the case  of  a  partnership  agreement  that
  5    expressly  considers  obligations  to  contribute to the partnership, the vote
  6    necessary to amend those provisions.
  7        (c)  After the approval required by subsection  (b)  of  this  section,  a
  8    partnership  may  become a limited liability partnership by filing a statement
  9    of qualification pursuant to section 53-3-105, Idaho Code. The statement  must
 10    contain:
 11        (1)  The  name  of  the partnership and, if the partnership has previously
 12        filed a statement of partnership authority,  the  name  it  used  in  that
 13        statement and the date of its filing;
 14        (2)  The street address of the partnership's chief executive office;
 15        (3)  If  the  partnership  does not have an office in this state, the name
 16        and street address of the  partnership's  agent  for  service  of  process
 17        information required by section 30-405(1), Idaho Code;
 18        (4)  The  mailing address to which the secretary of state may send mail to
 19        the partnership;
 20        (5)  A statement that the partnership elects to  be  a  limited  liability
 21        partnership; and
 22        (6)  A deferred effective date, if any.
 23        (d)  The  agent  of a limited liability partnership for service of process
 24    must be an individual who is a resident of this state or other  person  autho-
 25    rized to do business in this state.
 26        (e)  The  status  of  a partnership as a limited liability partnership  is
 27    effective on the later of the filing of the statement or a date  specified  in
 28    the  statement.   The  status  remains effective, regardless of changes in the
 29    partnership, until it is cancelled canceled pursuant to  section  53-3-105(c),
 30    Idaho Code, or revoked pursuant to section 53-3-1003A, Idaho Code.
 31        (fe)  The  status  of a partnership as a limited liability partnership and
 32    the liability of its partners is not affected by errors or  later  changes  in
 33    the  information  required   to be contained in the statement of qualification
 34    under subsection (c) of this section.
 35        (gf)  The filing of a statement of qualification establishes that a  part-
 36    nership  has  satisfied  all  conditions precedent to the qualification of the
 37    partnership as a limited liability partnership.
 38        (hg)  An amendment or cancellation of  a  statement  of  qualification  is
 39    effective  when  it  is filed or on a deferred effective date specified in the
 40    amendment or cancellation.
                                                                        
 41        SECTION 63.  That Section 53-3-1003, Idaho  Code,  be,  and  the  same  is
 42    hereby amended to read as follows:
                                                                        
 43        53-3-1003.  ANNUAL REPORT. (a) A limited liability partnership, and a for-
 44    eign  limited  liability  partnership  authorized to transact business in this
 45    state, shall file an annual report in the office of  the  secretary  of  state
 46    which contains:
 47        (1)  The  name of the limited liability partnership and the state or other
 48        jurisdiction under whose laws the foreign limited liability partnership is
 49        formed;
 50        (2)  The name and mailing address of no less than two (2) partners;
 51        (3)  The street address of the partnership's chief executive  office  and,
 52        if  different,  the mailing street address of an office of the partnership
 53        to which mail may be sent in this state, if any; and
                                                                        
                                       47
                                                                        
  1        (4)  The name and street address of the partnership's  current  agent  for
  2        service  of  process  If  the  partnership does not have an office in this
  3        state, the information required by section 30-405(1), Idaho Code.
  4        (b)  No annual report need be filed during the first year after a  limited
  5    liability  partnership is qualified or authorized to transact business in this
  6    state. The first, and all subsequent annual reports shall be delivered to  the
  7    secretary  of  state each year before the end of the month during which a lim-
  8    ited liability partnership was initially qualified or a foreign  limited  lia-
  9    bility partnership was initially authorized to transact business. If an annual
 10    report  does  not contain the information required by this section, the secre-
 11    tary of state shall promptly notify the reporting domestic or foreign  limited
 12    liability  partnership  in writing and return the report to it for correction.
 13    If the report is corrected to contain the information required by this section
 14    and delivered to the secretary of state within  thirty  (30)  days  after  the
 15    effective date of notice, it is deemed to be timely filed.
 16        (c)  Annual  reports  may  be  filed electronically by domestic or foreign
 17    limited liability partnerships by following  the  online  filing  instructions
 18    provided by the secretary of state.
                                                                        
 19        SECTION  64.  That  Section  53-3-1102,  Idaho  Code,  be, and the same is
 20    hereby amended to read as follows:
                                                                        
 21        53-3-1102.  STATEMENT OF FOREIGN  QUALIFICATION.  (a)  Before  transacting
 22    business  in  this  state, a foreign limited liability partnership must file a
 23    statement of foreign qualification. The statement must contain:
 24        (1)  The name of the foreign limited liability partnership which satisfies
 25        the requirements of the state or other jurisdiction under whose law it  is
 26        formed  and ends with "Registered Limited Liability Partnership," "Limited
 27        Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP";
 28        (2)  The street address of the partnership's chief executive  office  and,
 29        if different, the mailing address  to which mail may be sent;
 30        (3)  The name and street address of the partnership's agent for service of
 31        process information required by section 30-405(a), Idaho Code; and
 32        (4)  A deferred effective date, if any.
 33        (b)  The  agent of a foreign limited liability  partnership for service of
 34    process must be an individual who is a resident of this state or other  person
 35    authorized to do business in this state.
 36        (c)  The  status  of a partnership as a foreign limited liability partner-
 37    ship is effective on the later of the filing of the statement of foreign qual-
 38    ification or a date specified in the statement. The status remains  effective,
 39    regardless  of changes in the partnership, until it is cancelled canceled pur-
 40    suant to section 53-3-105(c), Idaho  Code,  or  revoked  pursuant  to  section
 41    53-3-1003A, Idaho Code.
 42        (dc)  An amendment or cancellation of a statement of foreign qualification
 43    is effective when it is filed or on a deferred effective date specified in the
 44    amendment or cancellation.
                                                                        
 45        SECTION 65.  That Sections 53-604 and 53-606, Idaho Code, be, and the same
 46    are hereby repealed.
                                                                        
 47        SECTION  66.  That  Section 53-608, Idaho Code, be, and the same is hereby
 48    amended to read as follows:
                                                                        
 49        53-608.  ARTICLES OF ORGANIZATION. The articles of organization  shall  be
 50    set forth in a form prescribed by the secretary of state:
                                                                        
                                       48
                                                                        
  1        (1)  A  name for the limited liability company that satisfies the require-
  2    ments of section 53-602, Idaho Code;
  3        (2)  The street address of the registered office and the name of the  reg-
  4    istered  agent at that address, as required to be maintained by the provisions
  5    of information required by section 53-604 30-405(1), Idaho Code;
  6        (3)  If management of the limited liability company is vested in a manager
  7    or managers, a statement to that effect;
  8        (4)  If the management of the limited liability company is vested  in  its
  9    members,  the  name  and address of one (1) or more of the initial  members of
 10    the limited liability company;
 11        (5)  If the management of the limited liability company  is  vested  in  a
 12    manager  or  managers,  the name and address of one (1) or more of the initial
 13    managers of the limited liability company;
 14        (6)  If the limited liability company is a  professional  service  limited
 15    liability  company,  the  principal  profession  for  which  members  are duly
 16    licensed or otherwise legally authorized to render professional services.
                                                                        
 17        SECTION 67.  That Section 53-613, Idaho Code, be, and the same  is  hereby
 18    amended to read as follows:
                                                                        
 19        53-613.  ANNUAL  REPORT  OF  DOMESTIC AND FOREIGN LIMITED LIABILITY COMPA-
 20    NIES. (1) Each domestic limited liability company, and  each  foreign  limited
 21    liability  company  authorized  to  do  business  in this state, shall file an
 22    annual report setting forth:
 23        (a)  The name of the limited liability company and the  state  or  country
 24        under the laws of which it is organized;
 25        (b)  The address of the registered office of the limited liability company
 26        in  this state, and the name of its registered agent in this state at such
 27        address, and the address of its principal office information  required  by
 28        section 30-405(1), Idaho Code;
 29        (c)  If  the  management of the limited liability company is vested in its
 30        members, the name and address of one (1) or more of the current members of
 31        the limited liability company;
 32        (d)  If the management of the limited liability company  is  vested  in  a
 33        manager  or  managers, the name and address of one (1) or more of the cur-
 34        rent managers of the limited liability company.
 35        (2)  Such annual report shall be made on a form prescribed  and  furnished
 36    by  the  secretary  of  state,  and the information therein contained shall be
 37    given as of the date of the execution of the report. It shall be executed  for
 38    the limited liability company by a person authorized by the members if manage-
 39    ment  is  vested  in the members, or by a person authorized by the managers if
 40    management is vested in the managers. Execution by such a person constitutes a
 41    representation that the authority was granted. If the limited  liability  com-
 42    pany  is in the hands of a receiver or trustee, it shall be executed on behalf
 43    of the limited liability company by such receiver or trustee.
 44        (3)  The annual report of a domestic or foreign limited liability  company
 45    shall  be  delivered to the secretary of state each year before the end of the
 46    month during which a domestic limited liability company  was  initially  orga-
 47    nized,  or  a  foreign  limited  liability company was initially authorized to
 48    transact business. Beginning one (1) year after a domestic  limited  liability
 49    company  is  organized or a foreign limited liability company is authorized to
 50    transact business, and each year thereafter, the annual report of the  limited
 51    liability company must be received in the office of the secretary of state not
 52    later  than the close of business on the final day of the applicable month. If
 53    the secretary of state finds that such report conforms to the requirements  of
                                                                        
                                       49
                                                                        
  1    this chapter, he shall file the same. If he finds that it does not so conform,
  2    he  shall  promptly  return  the same to the limited liability company for any
  3    necessary corrections.
  4        (4)  Annual reports may be filed electronically  by  domestic  or  foreign
  5    limited  liability  companies by following the online filing instructions pro-
  6    vided by the secretary of state.
                                                                        
  7        SECTION 68.  That Section 53-643A, Idaho Code, be, and the same is  hereby
  8    amended to read as follows:
                                                                        
  9        53-643A.  GROUNDS  FOR  ADMINISTRATIVE DISSOLUTION. The secretary of state
 10    may administratively  dissolve  a  limited  liability  company  under  section
 11    53-643B, Idaho Code, if:
 12        (1)  The  limited  liability company does not deliver its annual report to
 13    the secretary of state by the date on which it is due;
 14        (2)  The limited liability company is without a registered agent or regis-
 15    tered office in this state for sixty (60) days or more; or
 16        (3)  The secretary of state has credible information that the limited lia-
 17    bility company has failed to notify the secretary of state within  sixty  (60)
 18    days  after  the occurrence that its registered agent or registered office has
 19    been changed, or that its registered agent has resigned, or  that  its  regis-
 20    tered office has been discontinued.
                                                                        
 21        SECTION  69.  That Section 53-643B, Idaho Code, be, and the same is hereby
 22    amended to read as follows:
                                                                        
 23        53-643B.  PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION.  (1)  If
 24    the  secretary  of  state  determines that one (1) or more grounds exist under
 25    section 53-643A, Idaho Code, for dissolving a limited  liability  company,  he
 26    shall  give  notice  of  his determination to the limited liability company by
 27    first class mail addressed to its principal office as indicated  on  its  most
 28    recent annual report or, if it has not yet filed an annual report, to its reg-
 29    istered office agent.
 30        (2)  If  the  limited  liability  company does not correct each ground for
 31    dissolution or demonstrate to the reasonable satisfaction of the secretary  of
 32    state  that  each  ground  determined by the secretary of state does not exist
 33    within sixty (60) days after receipt of the notice of determination, the  sec-
 34    retary  of state shall administratively dissolve the limited liability company
 35    by noting the fact of dissolution  and  the  effective  date  thereof  in  his
 36    records.  The  secretary  of state shall give notice of the dissolution to the
 37    limited liability company by first  class  mail  addressed  to  its  principal
 38    office  as  indicated  on  its most recent annual report or, if it has not yet
 39    filed an annual report, to its registered office agent.
 40        (3)  A limited liability company administratively dissolved continues  its
 41    existence  but  may not carry on any business except that necessary to wind up
 42    and liquidate its business and affairs under section 53-644, Idaho  Code,  and
 43    notify claimants under sections 53-648 and 53-649, Idaho Code.
 44        (4)  The  administrative  dissolution  of a limited liability company does
 45    not terminate the authority of its registered agent.
                                                                        
 46        SECTION 70.  That Section 53-651, Idaho Code, be, and the same  is  hereby
 47    amended to read as follows:
                                                                        
 48        53-651.  REGISTRATION.  Before  transacting business in this state, a for-
 49    eign limited liability company shall register with the secretary of  state  by
                                                                        
                                       50
                                                                        
  1    submitting to the secretary of state an original signed copy of an application
  2    for  registration  as  a  foreign  limited  liability company, together with a
  3    duplicate copy that may be either a signed,  photocopied  or  conformed  copy,
  4    executed  by  a  person with authority to do so under the laws of the state or
  5    other jurisdiction of its formation. The application shall  be  prescribed  by
  6    the secretary of state and set forth:
  7        (1)  The  name of the foreign limited liability company and, if different,
  8    the name under which it proposes to transact business in this state;
  9        (2)  The state or other jurisdiction where formed, and date of its  forma-
 10    tion;
 11        (3)  The  name  and  street  address  of a registered agent for service of
 12    process required to be maintained by the provisions of information required by
 13    section 53-604 30-405(1), Idaho Code;
 14        (4)  The address of the office required to be maintained in the  state  or
 15    other  jurisdiction of its formation by the laws of that state or jurisdiction
 16    or, if not so required, of the principal office of the foreign limited liabil-
 17    ity company; and
 18        (5)  The application for registration of a foreign limited liability  com-
 19    pany  shall  be  accompanied  by  a certificate from the filing officer in the
 20    jurisdiction of creation evidencing that the foreign limited liability company
 21    is a "foreign limited liability company"  as  defined  in  section  53-601(5),
 22    Idaho Code.
                                                                        
 23        SECTION  71.  That  Section 53-655, Idaho Code, be, and the same is hereby
 24    amended to read as follows:
                                                                        
 25        53-655.  VOLUNTARY CANCELLATION OF REGISTRATION.  (1)  A  foreign  limited
 26    liability company authorized to transact business in this state may cancel its
 27    registration  by filing with the secretary of state an application for cancel-
 28    lation, which shall set forth:
 29        (a)  The name of the foreign limited liability company and  the  state  or
 30        other jurisdiction under the laws of which it is formed;
 31        (b)  That  the  foreign limited liability company is not transacting busi-
 32        ness in this state;
 33        (c)  That the foreign limited liability company surrenders  its  registra-
 34        tion to transact business in this state;
 35        (d)  That  the  foreign limited liability company revokes the authority of
 36        its registered agent for service of process in  this  state  and  consents
 37        that  service  of process in any action, suit or proceeding based upon any
 38        cause of action arising in this state during the time the foreign  limited
 39        liability  company  was  authorized to transact business in this state may
 40        thereafter be made on such limited liability by  service  thereon  in  the
 41        manner provided in section 53-606 30-413(2), Idaho Code;
 42        (e)  A post-office address to which a copy of any process against the lim-
 43        ited  liability  company may be served on it pursuant to the provisions of
 44        section 53-606 30-413, Idaho Code.
 45        (2)  The application for cancellation shall be in the form and manner des-
 46    ignated by the secretary of state and shall be executed on behalf of the  for-
 47    eign  limited  liability company by a person with authority to do so under the
 48    laws of the state or other jurisdiction of its formation, or, if  the  foreign
 49    limited  liability  company  is  in  the hands of a receiver, trustee or other
 50    court-appointed fiduciary, by that fiduciary.
                                                                        
 51        SECTION 72.  That Section 53-655A, Idaho Code, be, and the same is  hereby
 52    amended to read as follows:
                                                                        
                                       51
                                                                        
  1        53-655A.  ADMINISTRATIVE  CANCELLATION  OF  REGISTRATION. The secretary of
  2    state may commence a proceeding under section 53-655B, Idaho Code, to adminis-
  3    tratively cancel the registration  of  a  foreign  limited  liability  company
  4    authorized to transact business in this state if:
  5        (1)  The  foreign  limited  liability  company does not deliver its annual
  6    report to the secretary of state by the date on which it is due;
  7        (2)  The foreign limited liability company is without a  registered  agent
  8    or registered office in this state for sixty (60) days or more;
  9        (3)  The secretary of state has credible information that the foreign lim-
 10    ited  liability  company  has  failed  to notify the secretary of state within
 11    sixty (60) days of the occurrence that  its  registered  agent  or  registered
 12    office  has  changed,  or  that its registered agent has resigned, or that its
 13    registered office has been discontinued;
 14        (4)  The secretary of state has credible information that a member or man-
 15    ager of the foreign limited liability company signed a document  he  knew  was
 16    false  in  any  material respect with intent that the document be delivered to
 17    the secretary of state for filing; or
 18        (5)  The secretary of state receives a duly authenticated certificate from
 19    the official having custody of the records of limited liability  companies  in
 20    the  state or country under whose law the foreign limited liability company is
 21    organized, stating that it has been dissolved or has disappeared as  a  result
 22    of a merger.
                                                                        
 23        SECTION  73.  That Section 53-655B, Idaho Code, be, and the same is hereby
 24    amended to read as follows:
                                                                        
 25        53-655B.  PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE CANCELLATION. (1)  If
 26    the  secretary  of  state  determines that one (1) or more grounds exist under
 27    section 53-655A, Idaho Code, for administrative cancellation of  registration,
 28    he  shall  give  notice  of his determination to the foreign limited liability
 29    company by first class mail addressed to its principal office as indicated  on
 30    its most recent annual report or, if it has not yet filed an annual report, to
 31    its registered office agent.
 32        (2)  If the foreign limited liability company does not correct each ground
 33    for  administrative cancellation or demonstrate to the reasonable satisfaction
 34    of the secretary of state that each ground  determined  by  the  secretary  of
 35    state  does  not  exist  within sixty (60) days after receipt of the notice of
 36    determination, the secretary of state may cancel the foreign limited liability
 37    company's registration by noting the fact of cancellation  and  the  effective
 38    date  thereof in his records.  The secretary of state shall give notice of the
 39    cancellation to the foreign limited liability  company  by  first  class  mail
 40    addressed  to  its  principal  office  as  indicated on its most recent annual
 41    report, or if it has not yet filed an annual report, to its registered  office
 42    agent.
 43        (3)  The  authority  of  a  foreign  limited liability company to transact
 44    business in this state ceases on the date shown on the notice  of  administra-
 45    tive cancellation of its registration.
 46        (4)  Service  of process on a foreign limited liability company whose reg-
 47    istration has been administratively canceled may be made upon  its  registered
 48    agent,  if   any, or if there be none, by registered or certified mail, return
 49    receipt requested, to a member or manager listed on  the  most  recent  annual
 50    report,  if any, or otherwise to the address of its office in the jurisdiction
 51    of its formation as disclosed on its application for registration.
 52        (5)  Cancellation of a foreign limited  liability  company's  registration
 53    does not terminate the authority of its registered agent.
                                                                        
                                       52
                                                                        
  1        SECTION  74.  That  Section 53-710, Idaho Code, be, and the same is hereby
  2    amended to read as follows:
                                                                        
  3        53-710.  APPOINTMENT OF AGENT TO RECEIVE SERVICE OF PROCESS.  (1)  A  non-
  4    profit  association  may file in the office of the secretary of state a state-
  5    ment appointing an agent authorized to receive service of process.
  6        (2)  A statement appointing an agent must set forth:
  7        (a)  The name of the nonprofit association;
  8        (b)  The address in this state, including the street address, if  any,  of
  9        the  nonprofit association, or, if the nonprofit association does not have
 10        an address in this state, its address out of state; and
 11        (c)  The name of the person in this state authorized to receive service of
 12        process and the person's address, including the street  address,  in  this
 13        state information required by section 30-405(1), Idaho Code.
 14        (3)  A  statement  appointing  an  agent, and an amendment or cancellation
 15    thereof, must be signed  by a person authorized to manage  the  affairs  of  a
 16    nonprofit  association.   The  statement  must  also  be signed  by the person
 17    appointed agent, who thereby accepts the appointment.  The appointed agent may
 18    resign by filing a resignation in the office of the  secretary  of  state  and
 19    giving notice to the nonprofit association.
 20        (4)  The  secretary  of  state  may  collect  a fee for filing a statement
 21    appointing an agent to receive service of process, an amendment or a  resigna-
 22    tion in the amount charged for filing similar documents.
 23        (54)  An  amendment  to a statement appointing an agent to receive service
 24    of process must meet the requirements for execution of an original statement.

Statement of Purpose / Fiscal Impact



                       STATEMENT OF PURPOSE

                             RS 17047

All business entities created by the filing of organizational
documents with the Secretary of State are required to have
registered agents for service of process.  The intent of this
model legislation is to make all statutory provisions for
registered agents the same, whether the registered agent is
acting for a corporation, a limited liability company, or any
form of formally-organized partnership.  It also applies to
Unincorporated Nonprofit Associations.


                           FISCAL NOTE

There is no impact to the general fund.



Contact
Name: Senator Bart Davis 
Phone: 208-332-1305
Name: John Michael Brassey
Phone: 208-336-7930


STATEMENT OF PURPOSE/FISCAL NOTE                        S 1169