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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
]]]] 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
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