TITLE 30

CORPORATIONS

CHAPTER 21

IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE

PART 1

PRELIMINARY PROVISIONS

30-21-102.  DEFINITIONS. In this act, except as otherwise provided in definitions of the same terms in other articles of this act:

(1)  "Act" means the Idaho uniform business organizations code.

(2)  "Annual report" means the report required by section 30-21-213, Idaho Code.

(3)  "Business corporation" means a domestic business corporation incorporated under or subject to chapter 29, title 30, Idaho Code, or a foreign business corporation.

(4)  "Business trust" means a trust formed under the statutory law of another state that is not a foreign statutory trust and does not have a predominately donative purpose.

(5)  "Commercial registered agent" means a person listed under section 30-21-405, Idaho Code.

(6)  "Common-law business trust" means a common-law trust that does not have a predominately donative purpose.

(7)  "Debtor in bankruptcy" means a person that is the subject of:

(A)  An order for relief under 11 U.S.C. or a comparable order under a successor statute of general application; or

(B)  A comparable order under federal, state or foreign law governing insolvency.

(8)  "Distributional interest" means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.

(9)  "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state.

(10)  "Effective date," when referring to a record filed by the secretary of state, means the time and date determined in accordance with section 30-21-203, Idaho Code.

(11)  "Entity":

(A)  Means:

(i)  A business corporation;

(ii)  A nonprofit corporation;

(iii)  A general partnership, including a limited liability partnership;

(iv)  A limited partnership, including a limited liability limited partnership;

(v)  A limited liability company;

(vi)  A general cooperative association;

(vii)  A limited cooperative association;

(viii)  An unincorporated nonprofit association;

(ix)  A statutory trust, business trust, or common-law business trust; or

(x)  Any other person that has:

(I)  A legal existence separate from any interest holder of that person; or

(II)  The power to acquire an interest in real property in its own name; and

(B)  Does not include:

(i)  An individual;

(ii)  A trust with a predominately donative purpose or a charitable trust;

(iii)  An association or relationship that is not listed in paragraph (A) of this subsection and is not a partnership under the rules stated in section 30-23-202(c), Idaho Code, or a similar provision of the law of another jurisdiction;

(iv)  A decedent’s estate; or

(v)  A government or a governmental subdivision, agency or instrumentality.

(12)  "Entity filing" means a record delivered to the secretary of state for filing pursuant to this act.

(13)  "Filed record" means a record filed by the secretary of state pursuant to this act.

(14)  "Filing entity" means an entity whose formation requires the filing of a public organic record. The term does not include a limited liability partnership.

(15)  "Foreign," with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state.

(16)  "General cooperative association" means a foreign general cooperative association.

(17)  "General partnership" means a domestic general partnership formed under or subject to chapter 23 of this act or a foreign general partnership. The term includes a limited liability partnership.

(18)  "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee or proxy, to:

(A)  Receive or demand access to information concerning, or the books and records of, the entity;

(B)  Vote for or consent to the election of the governors of the entity; or

(C)  Receive notice of or vote on or consent to an issue involving the internal affairs of the entity.

(19)  "Governor" means:

(A)  A director of a business corporation;

(B)  A director or trustee of a nonprofit corporation;

(C)  A general partner of a general partnership;

(D)  A general partner of a limited partnership;

(E)  A manager of a manager-managed limited liability company;

(F)  A member of a member-managed limited liability company;

(G)  A director of a general cooperative association;

(H)  A director of a limited cooperative association;

(I)  A manager of an unincorporated nonprofit association;

(J)  A trustee of a statutory trust, business trust or common-law business trust; or

(K)  Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(20)  "Interest" means:

(A)  A share in a business corporation;

(B)  A membership in a nonprofit corporation;

(C)  A governance interest in a general partnership;

(D)  A governance interest in a limited partnership;

(E)  A governance interest in a limited liability company;

(F)  A share in a general cooperative association;

(G)  A member’s interest in a limited cooperative association;

(H)  A membership in an unincorporated nonprofit association;

(I)  A beneficial interest in a statutory trust, business trust or common-law business trust; or

(J)  A governance interest or distributional interest in any other type of unincorporated entity.

(21)  "Interest holder" means:

(A)  A shareholder of a business corporation;

(B)  A member of a nonprofit corporation;

(C)  A general partner of a general partnership;

(D)  A general partner of a limited partnership;

(E)  A limited partner of a limited partnership;

(F)  A member of a limited liability company;

(G)  A shareholder of a general cooperative association;

(H)  A member of a limited cooperative association;

(I)  A member of an unincorporated nonprofit association;

(J)  A beneficiary or beneficial owner of a statutory trust, business trust or common-law business trust; or

(K)  Any other direct holder of an interest.

(22)  "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

(23)  "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity.

(24)  "Limited cooperative association" means a foreign limited cooperative association.

(25)  "Limited liability company" means a domestic limited liability company formed under or subject to chapter 25, title 30, Idaho Code, or a foreign limited liability company.

(26)  "Limited liability limited partnership" means a domestic limited liability limited partnership formed under or subject to chapter 24, title 30, Idaho Code, or a foreign limited liability limited partnership.

(27)  "Limited liability partnership" means a domestic limited liability partnership registered under or subject to chapter 23, title 30, Idaho Code, or a foreign limited liability partnership.

(28)  "Limited partnership" means a domestic limited partnership formed under or subject to chapter 24, title 30, Idaho Code, or a foreign limited partnership. The term includes a limited liability limited partnership.

(29)  "Noncommercial registered agent" means a person that is not a commercial registered agent and is:

(A)  An individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or

(B)  An individual who holds the office or other position in an entity which is designated as the registered agent pursuant to section 30-21-404(a)(2)(B), Idaho Code.

(30)  "Nonfiling entity" means an entity whose foundation does not require the filing of a public organic record.

(31)  "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to chapter 30, title 30, Idaho Code, or a foreign nonprofit corporation.

(32)  "Nonregistered foreign entity" means a foreign entity that is not registered to do business in this state pursuant to a statement of registration filed by the secretary of state.

(33)  "Organic law" means the law of an entity’s jurisdiction of formation governing the internal affairs of the entity.

(34)  "Organic rules" means the public organic record and private organic rules of an entity.

(35)  "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(36)  "Principal office" means the principal executive office of an entity, whether or not the office is located in this state.

(37)  "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:

(A)  The bylaws of a business corporation;

(B)  The bylaws of a nonprofit corporation;

(C)  The partnership agreement of a general partnership;

(D)  The partnership agreement of a limited partnership;

(E)  The operating agreement of a limited liability company;

(F)  The bylaws of a general cooperative association;

(G)  The bylaws of a limited cooperative association;

(H)  The governing principles of an unincorporated nonprofit association; and

(I)  The trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.

(38)  "Proceeding" includes a civil action, arbitration, mediation, administrative proceeding, criminal prosecution and investigatory action.

(39)  "Professional entity" means an entity formed for the sole and specific purpose of rendering professional services, allied professional services, and services ancillary to the professional services and that has as its interest holders only:

(A)  Natural persons who themselves are duly licensed or otherwise legally authorized to render one (1) or more of the same professional services as the professional entity; and

(B)  Other professional entities.

(40)  "Professional service" means any type of service to the public that can be rendered by a member of any profession within the purview of the member’s profession.

(41)  "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

(42)  "Public organic record" means the record, the filing of which by the secretary of state is required to form an entity, and any amendment to or restatement of that record. The term includes:

(A)  The articles of incorporation of a business corporation;

(B)  The articles of incorporation of a nonprofit corporation;

(C)  The certificate of limited partnership of a limited partnership;

(D)  The certificate of organization of a limited liability company;

(E)  The articles of incorporation of a general cooperative association;

(F)  The articles of organization of a limited cooperative association; and

(G)  The certificate of trust of a statutory trust or similar record of a business trust.

(43)  "Receipt," as used in this chapter, means actual receipt. "Receive" has a corresponding meaning.

(44)  "Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(45)  "Registered agent" means an agent of an entity that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent.

(46)  "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state.

(47)  "Sign" means with present intent to authenticate or adopt a record:

(A)  To execute or adopt a tangible symbol; or

(B)  To attach to or logically associate with the record an electronic symbol, sound or process.

(48)  "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(49)  "Statutory trust" means a trust formed under the statutory law of a jurisdiction other than this state.

(50)  "Transfer" includes:

(A)  An assignment;

(B)  A conveyance;

(C)  A sale;

(D)  A lease;

(E)  An encumbrance, including a mortgage or security interest;

(F)  A gift; and

(G)  A transfer by operation of law.

(51)  "Type of entity" means a generic form of entity:

(A)  Recognized at common law; or

(B)  Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.

(52)  "Unincorporated nonprofit association" means a domestic unincorporated nonprofit association formed under or subject to chapter 27, title 30, Idaho Code, or a nonprofit association formed under or subject to the law of a jurisdiction other than this state that would be an unincorporated nonprofit association if formed under or subject to the law of this state.

(53)  "Written" means inscribed on a tangible medium. "Writing" has a corresponding meaning.

History:

[30-21-102, added 2015, ch. 243, sec. 7, p. 758.]