TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 1

GENERAL PROVISIONS

30-29-140.  Chapter definitions. In this chapter, unless otherwise specified:

(1)  "Articles of incorporation" means the articles of incorporation described in section 30-29-202, Idaho Code, all amendments to the articles of incorporation, and any other documents permitted or required to be delivered for filing by a domestic business corporation with the secretary of state under any provision of this chapter that modify, amend, supplement, restate, or replace the articles of incorporation. After an amendment of the articles of incorporation or any other document filed under this chapter that restates the articles of incorporation in their entirety, the articles of incorporation shall not include any prior documents. When used with respect to a foreign corporation or a domestic or foreign nonprofit corporation, the "articles of incorporation" of such an entity means the document of such entity that is equivalent to the articles of incorporation of a domestic business corporation.

(2)  "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3)  "Beneficial shareholder" means a person who owns the beneficial interest in shares, that may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee.

(4)  "Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(5)  "Corporation," "domestic corporation," "business corporation," or "domestic business corporation" means a corporation for profit that is not a foreign corporation, incorporated under this chapter.

(6)  "Distribution" means a direct or indirect transfer of cash or other property, except a corporation’s own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; a distribution of liquidation; or otherwise.

(7)  "Document" means any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments, and copies of such instruments; or an electronic record.

(8)  "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 or 30-29-123(b), Idaho Code.

(9)  "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(10)  "Electronic record" means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 30-29-141(j), Idaho Code.

(11) "Electronic transmission" or "electronically transmitted" means any form or process of communication not directly involving the physical transfer of paper, or another tangible medium, that is suitable for the retention, retrieval and reproduction of information by the recipient and is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 30-29-141(j), Idaho Code.

(12) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation.

(13) "Eligible interests" means interests in eligible entities.

(14) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

(15) "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.

(16) "Foreign corporation" or "foreign business" means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the law of this state.

(17) "Foreign nonprofit corporation" means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the law of this state.

(18) "Foreign registration statement" means the foreign registration statement described in section 30-21-503, Idaho Code.

(19) "Includes" and "including" denote a partial definition or a nonexclusive list.

(20) "Individual" means a natural person.

(21) "Interest holder liability" means:

(i)   Personal liability for a debt, obligation, or other liability of a domestic corporation or other entity that is imposed on a person:

(A)  Solely by reason of the person’s status as a shareholder or other interest holder; or

(B)  By the articles of incorporation of the domestic corporation or the organic rules of the other entity that make one (1) or more specified shareholders, members or interest holders, or categories of shareholders or interest holders, liable in their capacity as shareholders or interest holders for all or specified liabilities of the corporation or other entity; or

(ii)  An obligation of a shareholder or interest holder under the articles of incorporation of a domestic corporation or the organic rules of another entity or to contribute to the corporation or other entity.

For purposes of the foregoing, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of another entity, interest holder liability arises under paragraph (i) of this subsection when the corporation or other entity incurs the liability.

(22) "Means" denotes an exhaustive definition.

(23) "Membership" [Reserved.]

(24) "Record date" means the date fixed for determining the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed.

(25) "Record shareholder" means the person in whose name shares are registered in the records of the corporation or the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to section 30-29-723, Idaho Code, on file with the corporation to the extent of the rights granted by such certificate.

(26) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 30-29-840(c), Idaho Code, to maintain the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(27) "Share exchange" means an interest exchange as defined in section 30-22-102(10), Idaho Code.

(28) "Shareholder" means a record shareholder.

(29) "Shares" means the units into which the proprietary interests in a domestic or foreign corporation are divided.

(30) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(31) "Treasury shares" means shares of a corporation which have been issued, have been subsequently acquired by and belong to the corporation, and have not, either by reason of the acquisition or thereafter, been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.

(32) "Unincorporated entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, a series of a limited liability company or of another type of entity, an estate, a trust, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association and unincorporated nonprofit association.

(33) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.

(34) "Unrestricted voting trust beneficial owner" means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.

(35) "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

(36) "Voting power" means the current power to vote in the election of directors.

(37) "Voting trust beneficial owner" means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to section 30-29-730(a), Idaho Code.

(38) "Writing" or "written" means any information in the form of a document.

History:

[30-29-140, added 2015, ch. 243, sec. 56, p. 903; am. 2019, ch. 90, sec. 3, p. 226.]