Idaho Code § 30-30-618 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-618
30-30-618 GENERAL STANDARDS FOR DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-618. General standards for directors. (1) A director shall discharge his duties as a director, including his duties as a member of a committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner the director reasonably believes to be in the best interests of the corporation.

(2) In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence;

(c) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(d) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.

(5) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.

History:

[30-30-618, added 2015, ch. 243, sec. 79, p. 989.]
Idaho Code § 30-29-855 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-855
30-29-855 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-855. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (a) A corporation may not indemnify a director under section 30-29-851, Idaho Code, unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 30-29-851, Idaho Code.

(b) The determination shall be made:

(1) If there are two (2) or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote;

(2) By special legal counsel:

(i) Selected in the manner prescribed in paragraph (1) of this subsection; or

(ii) If there are fewer than two (2) qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or

(3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.

(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) qualified directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii) of this section.

History:

[30-29-855, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 103, p. 284.]
Idaho Code § 30-29-149 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-149
30-29-149 NOTICE REQUIREMENTS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-149. notice requirements. (a) Unless shareholder approval is required under section 30-29-147(c), Idaho Code, prompt notice of an action taken under section 30-29-147, Idaho Code, shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of the date of such action by the board of directors and the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(b) The notice must contain either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 30-29-147, Idaho Code, or the information required by paragraphs (1) through (4) of subsection (a) of section 30-29-147, Idaho Code, or paragraphs (1) through (3) of subsection (b) of section 30-29-147, Idaho Code, as applicable; and a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under section 30-29-147(c), Idaho Code, if notice is given in accordance with section 30-29-148(b), Idaho Code.

(d) A notice required by this section may be given in any manner permitted by section 30-29-141, Idaho Code, and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934, may be given by means of a filing or furnishing of such notice with the United States securities and exchange commission.

History:

[30-29-149, added 2019, ch. 90, sec. 12, p. 236.]
Idaho Code § 30-29-623 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-623
30-29-623 SHARE DIVIDENDS.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-623. share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series of shares. An issuance of shares under this subsection is a share dividend.

(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(1) The articles of incorporation so authorize;

(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or

(3) There are no outstanding shares of the class or series to be issued.

(c) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date may not be retroactive.

(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.

History:

[30-29-623, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 34, p. 247.]
Idaho Code § 30-21-405 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-405
30-21-405 LISTING OF COMMERCIAL REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-405. LISTING OF COMMERCIAL REGISTERED AGENT. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states:

(1) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;

(2) That the person is in the business of serving as a commercial registered agent in this state; and

(3) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.

(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 30-21-412(d), Idaho Code.

(c) If the name of a person delivering to the secretary of state for filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.

(d) The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:

(1) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and

(2) Delete the name and address of the former agent from the registered agent filing of each of those entities.

History:

[30-21-405, added 2015, ch. 243, sec. 10, p. 772.]
Idaho Code § 30-30-515 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-515
30-30-515 OTHER METHODS OF ELECTING DIRECTORS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-515. Other methods of electing directors. A corporation may provide in its articles or bylaws for election of directors by members or delegates:

(1) On the basis of chapter or other organizational unit;

(2) By region or other geographic unit, including voting district and, in respect to each such voting district, the articles or bylaws shall describe the boundaries thereof and designate the number of directors that shall be elected by the members residing therein;

(3) By preferential voting; or

(4) By any other reasonable method.

History:

[30-30-515, added 2015, ch. 243, sec. 78, p. 983.]
Idaho Code § 30-24-809 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-809
30-24-809 LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-809. LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under section 30-24-806, 30-24-807 or 30-24-808, Idaho Code, any corresponding claim under section 30-24-404 or 30-24-607, Idaho Code, is also barred.

History:

[30-24-809, added 2015, ch. 243, sec. 40, p. 868.]
Idaho Code § 30-22-401 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-401
30-22-401 CONVERSION AUTHORIZED.
Status: in_force

PART 4

CONVERSION

30-22-401. CONVERSION AUTHORIZED. (a) By complying with this part, a domestic entity may become:

(1) A domestic entity that is a different type of entity; or

(2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.

(b) By complying with the provisions of this part applicable to foreign entities, a foreign entity may become a domestic entity that is a different type of entity if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.

(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2007.

History:

[30-22-401, added 2015, ch. 243, sec. 20, p. 798.]
Idaho Code § 30-30-901 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-901
30-30-901 BEQUESTS, DEVISES AND GIFTS.
Status: in_force

PART 9

DISPOSITION OF ASSETS

30-30-901. Bequests, devises and gifts. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.

History:

[30-30-901, added 2015, ch. 243, sec. 82, p. 999.]
Idaho Code § 30-27-109 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-109
30-27-109 ASSERTION AND DEFENSE OF CLAIMS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-109. ASSERTION AND DEFENSE OF CLAIMS. (a) An unincorporated nonprofit association may sue or be sued in its own name.

(b) A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager.

History:

[30-27-109, added 2015, ch. 243, sec. 53, p. 899.]
Idaho Code § 30-23-402 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-402
30-23-402 BECOMING PARTNER.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-402. BECOMING PARTNER. (a) Upon formation of a partnership, a person becomes a partner under section 30-23-202(a), Idaho Code.

(b) After formation of a partnership, a person becomes a partner:

(1) As provided in the partnership agreement;

(2) As a result of a transaction effective under chapter 22, title 30, Idaho Code; or

(3) With the affirmative vote or consent of all the partners.

(c) A person may become a partner without:

(1) Acquiring a transferable interest; or

(2) Making or being obligated to make a contribution to the partnership.

History:

[30-23-402, added 2015, ch. 243, sec. 26, p. 819; am. 2020, ch. 82, sec. 24, p. 197.]
Idaho Code § 30-24-703 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-703
30-24-703 CHARGING ORDER.
Status: in_force

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-24-703. CHARGING ORDER. (a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:

(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and

(2) Make all other orders necessary to give effect to the charging order.

(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to section 30-24-702, Idaho Code.

(d) At any time before foreclosure under subsection (c) of this section, the partner or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(e) At any time before foreclosure under subsection (c) of this section, a limited partnership or one (1) or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(f) This act does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.

(g) This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.

History:

[30-24-703, added 2015, ch. 243, sec. 39, p. 862.]
Idaho Code § 30-30-614 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-614
30-30-614 CALL AND NOTICE OF MEETINGS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-614. Call and notice of meetings. (1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice.

(2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting.

(3) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 30-30-615, Idaho Code.

(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.

History:

[30-30-614, added 2015, ch. 243, sec. 79, p. 988.]
Idaho Code § 30-2001 — Idaho Code / Title 30 / Chapter 20 / Section 30-2001
30-2001 APPLICATION AND EFFECT OF THIS CHAPTER.
Status: in_force

30-2001. APPLICATION AND EFFECT OF THIS CHAPTER. (1) This chapter may be known and cited as the "Idaho Benefit Corporation Act."

(2) This chapter shall be applicable to all benefit corporations.

(3) The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.

(4) Except as otherwise provided in this chapter, the Idaho business corporation act shall be generally applicable to all benefit corporations. A benefit corporation may be subject simultaneously to this chapter and other chapters of this title. The provisions of this chapter shall control over other provisions of this title, including chapters 1 and 13 of this title.

(5) A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter.

History:

[30-2001, added 2015, ch. 217, sec. 1, p. 673.]
Idaho Code § 30-29-1704 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1704
30-29-1704 SEVERABILITY.
Status: in_force

PART 17

TRANSITION PROVISIONS

30-29-1704. SEVERABILITY. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.

History:

[30-29-1704, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 171, p. 334.]
Idaho Code § 30-24-301 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-301
30-24-301 BECOMING LIMITED PARTNER.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-301. BECOMING LIMITED PARTNER. (a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

(b) After formation, a person becomes a limited partner:

(1) As provided in the partnership agreement;

(2) As the result of a transaction effective under chapter 22, title 30, Idaho Code;

(3) With the affirmative vote or consent of all the partners; or

(4) As provided in section 30-24-801(a)(4) or (5), Idaho Code.

(c) A person may become a limited partner without:

(1) Acquiring a transferable interest; or

(2) Making or being obligated to make a contribution to the limited partnership.

History:

[30-24-301, added 2015, ch. 243, sec. 35, p. 847.]
Idaho Code § 30-24-805 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-805
30-24-805 LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-805. LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 30-24-804(a), Idaho Code, by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation; and

(2) If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 30-24-804(b), Idaho Code, the person is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation; and

(2) If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.

History:

[30-24-805, added 2015, ch. 243, sec. 40, p. 865.]
Idaho Code § 30-30-1203 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1203
30-30-1203 APPLICATION TO CANAL COMPANIES AND CAREY ACT COMPANIES.
Status: in_force

PART 12

TRANSITION PROVISIONS

30-30-1203. Application to canal companies and Carey act companies. Should any provision of this chapter, as it pertains to canal companies or Carey act companies, conflict with the provisions of title 42, Idaho Code, the provisions of title 42, Idaho Code, shall prevail.

History:

[30-30-1203, added 2015, ch. 243, sec. 85, p. 1006.]
Idaho Code § 30-1904 — Idaho Code / Title 30 / Chapter 19 / Section 30-1904
30-1904 LIMITATIONS ON SUCCESSOR ASBESTOS-RELATED LIABILITIES.
Status: in_force

30-1904. limitations on successor asbestos-related liabilities. (1) Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation. The successor corporation does not have responsibility for successor asbestos-related liabilities in excess of this limitation.

(2) If the transferor has assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, then the fair market value of the total assets of the prior transferor determined as of the time of the earlier merger or consolidation shall be substituted for the limitation set forth in subsection (1) of this section for purposes of determining the limitation of liability of a successor corporation.

History:

[30-1904, added 2012, ch. 193, sec. 1, p. 521.]
Idaho Code § 30-14-502 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-502
30-14-502 PROHIBITED CONDUCT IN PROVIDING INVESTMENT ADVICE.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-502. Prohibited conduct in providing investment advice. (a) Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities:

(1) To employ a device, scheme, or artifice to defraud another person;

(2) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person; or

(3) To divert investor money to the personal use of the issuer, offeror or seller, or to pay prior investors without specifically disclosing that use before receiving the investor's money.

(b) Rules defining fraud. A rule adopted under this chapter may define an act, practice, or course of business of an investment adviser or an investment adviser representative, as fraudulent, deceptive or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive or manipulative.

(c) Rules specifying contents of advisory contract. A rule adopted or an order issued under this chapter may specify the contents of an investment advisory contract entered into, extended or renewed by an investment adviser.

History:

[30-14-502, added 2004, ch. 45, sec. 2, p. 209; am. 2012, ch. 65, sec. 7, p. 185.]
Idaho Code § 30-14-507 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-507
30-14-507 QUALIFIED IMMUNITY.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-507. Qualified immunity. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, or designee of the administrator, the securities and exchange commission or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.

History:

[30-14-507, added 2004, ch. 45, sec. 2, p. 210.]
Idaho Code § 30-29-860 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-860
30-29-860 DEFINITIONS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-860. definitions. As used in sections 30-29-860 through 30-29-863, Idaho Code:

(1) "Control" or "controlled by" means having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns.

(2) "Director's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, where at the relevant time the director is a party, had knowledge and a material financial interest known to the director, or knew that a related person was a party or had a material financial interest.

(3) "Fair to the corporation" means, for purposes of section 30-29-861(b)(3), Idaho Code, that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was fair in terms of the director's dealings with the corporation, and comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation.

(4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's judgment when participating in action on the authorization of the transaction.

(5) "Related person" means:

(a) The individual's spouse;

(b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece, or nephew, or spouse of any such person, of the individual or of the individual's spouse;

(c) A natural living person living in the same house as the individual;

(d) An entity, other than the corporation or an entity controlled by the corporation, controlled by the individual or any person specified in this subsection;

(e) A domestic or foreign business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the individual is a director; an unincorporated entity of which the individual is a general partner or a member of the governing body; or an individual, trust, or estate for whom, or of which, the individual is a trustee, guardian, personal representative, or like fiduciary; or

(f) A person that is, or an entity that is controlled by, an employer of the individual.

(6) "Relevant time" means the time at which directors' action respecting the transaction is taken in compliance with section 30-29-862, Idaho Code; or if the transaction is not brought before the board of directors, or a committee, for action under section 30-29-862, Idaho Code, at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.

(7) "Required disclosure" means disclosure of the existence and nature of the director's conflicting interest and all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.

History:

[30-29-860, added 2019, ch. 90, sec. 108, p. 286.]
Idaho Code § 30-30-615 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-615
30-30-615 WAIVER OF NOTICE.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-615. Waiver of notice. (1) A director may, at any time before, during or after the meeting, waive any notice required by this act, the articles or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(2) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this act, the articles or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

History:

[30-30-615, added 2015, ch. 243, sec. 79, p. 988.]
Idaho Code § 30-27-106 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-106
30-27-106 OWNERSHIP AND TRANSFER OF PROPERTY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-106. OWNERSHIP AND TRANSFER OF PROPERTY. (a) An unincorporated nonprofit association may acquire, hold, or transfer in its name an interest in property.

(b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.

History:

[30-27-106, added 2015, ch. 243, sec. 53, p. 898.]
Idaho Code § 30-30-512 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-512
30-30-512 VOTING REQUIREMENTS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-512. Voting requirements. (1) Unless this act, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members.

(2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.

History:

[30-30-512, added 2015, ch. 243, sec. 78, p. 982.]
Idaho Code § 30-22-109 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-109
30-22-109 APPRAISAL RIGHTS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-22-109. APPRAISAL RIGHTS. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:

(1) The organic law permits the organic rules to limit the availability of appraisal rights; and

(2) The organic rules provide such a limit.

(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:

(1) The entity's organic rules;

(2) The plan; or

(3) The case of a business corporation by action of its governors.

(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30, Idaho Code, applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.

History:

[30-22-109, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-29-1702 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1702
30-29-1702 APPLICATION TO EXISTING FOREIGN CORPORATIONS.
Status: in_force

PART 17

TRANSITION PROVISIONS

30-29-1702. APPLICATION TO existing FOREIGN CORPORATIONS. A foreign corporation registered or authorized to do business in this state on the effective date of this chapter is subject to this chapter, is deemed to be registered to do business in this state, and is not required to file a foreign registration statement under this chapter.

History:

[30-29-1702, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 169, p. 333.]
Idaho Code § 30-25-701 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-701
30-25-701 EVENTS CAUSING DISSOLUTION.
Status: in_force

PART 7

DISSOLUTION AND WINDING UP

30-25-701. EVENTS CAUSING DISSOLUTION. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(1) An event or circumstance that the operating agreement states causes dissolution;

(2) The affirmative vote or consent of all the members;

(3) The passage of ninety (90) consecutive days during which the company has no members unless before the end of the period:

(A) Consent to admit at least one (1) specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and

(B) At least one (1) person becomes a member in accordance with the consent;

(4) On application by a member, the entry by the district court of an order dissolving the company on the grounds that:

(A) The conduct of all or substantially all the company's activities and affairs is unlawful; or

(B) It is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or

(C) The managers or those members in control of the company:

(i) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(ii) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or

(5) The signing and filing of a statement of administrative dissolution by the secretary of state under section 30-21-602, Idaho Code.

(b) In a proceeding brought under subsection (a)(4)(B) of this section, the court may order a remedy other than dissolution.

History:

[30-25-701, added 2015, ch. 243, sec. 49, p. 891; am. 2017, ch. 100, sec. 1, p. 248; am. 2021, ch. 321, sec. 8, p. 949.]
Idaho Code § 30-30-303 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-303
30-30-303 EMERGENCY POWERS.
Status: in_force

PART 3

PURPOSES AND POWERS

30-30-303. EMERGENCY POWERS. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:

(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and

(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(b) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(a) Binds the corporation; and

(b) May not be used to impose liability on a corporate director, officer, employee or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

History:

[30-30-303, added 2015, ch. 243, sec. 76, p. 975.]
Idaho Code § 30-14-305 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-305
30-14-305 SECURITIES REGISTRATION FILINGS.
Status: in_force

PART 3.

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

30-14-305. Securities registration filings. (a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter.

(b) Filing fee. A person filing a registration statement shall pay a filing fee of three hundred dollars ($300). If a registration statement is withdrawn before the effective date or a pre-effective stop order is issued under section 30-14-306, Idaho Code, the administrator shall retain the fee.

(c) Status of offering. A registration statement filed under section 30-14-303 or 30-14-304, Idaho Code, must specify:

(1) The amount of securities to be offered in this state;

(2) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) Any adverse order, judgment or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission, or a court.

(d) Incorporation by reference. A record filed under this chapter or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) Nonissuer distribution. In the case of a nonissuer distribution, information or a record may not be required under subsection (i) of this section or section 30-14-304, Idaho Code, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) Escrow and impoundment. A rule adopted or an order issued under this chapter may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by a rule adopted or an order issued under this chapter, provided however that the administrator may not reject a depository institution solely because of its location in another state.

(g) Form of subscription. A rule adopted or an order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

(h) Effective period. Except while a stop order is in effect under section 30-14-306, Idaho Code, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. A registration statement remains effective for each additional year by filing a renewal as prescribed by a rule adopted or an order issued under this chapter. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the administrator.

(i) Periodic reports. While a registration statement is effective, a rule adopted or an order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

(j) Posteffective amendments. A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement. The posteffective amendment becomes effective when the administrator so orders.

History:

[30-14-305, added 2004, ch. 45, sec. 2, p. 191.]
Idaho Code § 30-29-803 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-803
30-29-803 NUMBER AND ELECTION OF DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-803. NUMBER AND ELECTION OF DIRECTORS. (a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws.

(c) Directors are elected at the first annual shareholders' meeting and at each annual shareholders' meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, or unless their terms are staggered under section 30-29-806, Idaho Code.

History:

[30-29-803, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 75, p. 271.]
Idaho Code § 30-30-203 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-203
30-30-203 INCORPORATION.
Status: in_force

PART 2

INCORPORATION

30-30-203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

History:

[30-30-203, added 2015, ch. 243, sec. 75, p. 972.]
Idaho Code § 30-29-826 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-826
30-29-826 SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-826. SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.

History:

[30-29-826, added 2019, ch. 90, sec. 89, p. 276.]
Idaho Code § 30-24-110 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-110
30-24-110 NATURE, PURPOSE AND DURATION OF LIMITED PARTNERSHIP.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-110. NATURE, PURPOSE AND DURATION OF LIMITED PARTNERSHIP. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.

(b) A limited partnership may have any lawful purpose.

(c) A limited partnership has perpetual duration.

History:

[30-24-110, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 30-1606 — Idaho Code / Title 30 / Chapter 16 / Section 30-1606
30-1606 FINANCING.
Status: in_force

30-1606. Financing. No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 30-1605, Idaho Code, and no consideration of the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to a control share acquisition shall be presented at any special or annual meeting of the shareholders of the issuing public corporation unless at the time of delivery of the information statement pursuant to section 30-1604, Idaho Code, the acquiring person has entered into and has delivered to the issuing public corporation a copy or copies of a definitive financing agreement or agreements with one (1) or more responsible financial institutions or other entities having the necessary financial capacity for any financing of the control share acquisition not to be provided by moneys of the acquiring person.

History:

[30-1606, added 1988, ch. 84, sec. 2, p. 155.]
Idaho Code § 30-14-701 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-701
30-14-701 EFFECTIVE DATE.
Status: in_force

PART 7.

TRANSITION

30-14-701. Effective date. This act takes effect on September 1, 2004.

History:

[30-14-701, added 2004, ch. 45, sec. 2, p. 225.]
Idaho Code § 30-24-802 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-802
30-24-802 WINDING UP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-802. WINDING UP. (a) A dissolved limited partnership shall wind up its activities and affairs, and, except as otherwise provided in section 30-24-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up.

(b) In winding up its activities and affairs, the limited partnership:

(1) Shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership; and

(2) May:

(A) Amend its certificate of limited partnership to state that the limited partnership is dissolved;

(B) Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;

(C) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(D) Transfer the partnership's property;

(E) Settle disputes by mediation or arbitration;

(F) Deliver to the secretary of state for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and

(G) Perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:

(1) Has the powers of a general partner under section 30-24-804, Idaho Code, but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership's activities and affairs; and

(2) Shall deliver promptly to the secretary of state for filing an amendment to the partnership's certificate of limited partnership stating:

(A) That the partnership does not have a general partner;

(B) The name and street and mailing addresses of the person; and

(C) That the person has been appointed pursuant to this subsection to wind up the partnership.

(d) On the application of a partner, the district court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership's activities and affairs, if:

(1) The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or

(2) The applicant establishes other good cause.

History:

[30-24-802, added 2015, ch. 243, sec. 40, p. 864.]
Idaho Code § 30-29-1325 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1325
30-29-1325 AFTER ACQUIRED SHARES.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1325. after acquired shares. (a) A corporation may elect to withhold payment required by section 30-29-1324, Idaho Code, from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 30-29-1322(b)(1), Idaho Code.

(b) If the corporation elected to withhold payment under subsection (a) of this section, it shall, within thirty (30) days after the form required by section 30-29-1322(b)(2)(ii), Idaho Code, is due, notify all shareholders who are described in subsection (a) of this section:

(1) Of the information required by section 30-29-1324(b)(1), Idaho Code;

(2) Of the corporation's estimate of fair value pursuant to section 30-29-1324(b)(2), Idaho Code;

(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 30-29-1326, Idaho Code;

(4) That those shareholders who wish to accept such offer shall so notify the corporation of their acceptance of the corporation's offer within thirty (30) days after receiving the offer; and

(5) That those shareholders who do not satisfy the requirements for demanding appraisal under section 30-29-1326, Idaho Code, shall be deemed to have accepted the corporation's offer.

(c) Within ten (10) days after receiving the shareholder's acceptance pursuant to subsection (b)(4) of this section, the corporation shall pay in cash the amount it offered under subsection (b)(2) of this section plus interest to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(d) Within forty (40) days after delivering the notice described in subsection (b) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (b)(2) of this section plus interest to each shareholder described in subsection (b)(5) of this section.

History:

[30-29-1325, added 2015, ch. 243, sec. 68, p. 954; am. 2019, ch. 90, sec. 140, p. 316.]
Idaho Code § 30-1506 — Idaho Code / Title 30 / Chapter 15 / Section 30-1506
30-1506 FRAUDULENT CONDUCT — LIABILITY OF PRINCIPALS, CONTROLLING PERSONS AND OTHERS.
Status: in_force

30-1506. Fraudulent conduct — Liability of principals, controlling persons and others. (1) It is unlawful for any person, directly or indirectly, in connection with a commodity contract or commodity option:

(a) To employ any device, scheme or artifice to defraud;

(b) To make any false report, enter any false record or make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;

(c) To engage in any transaction, act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or

(d) To misappropriate or convert the funds, security or property of any other person.

(2) The act, omission or failure of any person acting for any individual, association, partnership, corporation or trust within the scope of the person's employment or office shall be deemed the act, omission or failure of the individual, association, partnership, corporation or trust, as well as of the person.

(3) Every person who directly or indirectly controls another person liable under any provision of this chapter, every partner, officer, or director of such other person, every person occupying a similar status or performing similar functions, every employee of such other person who materially aids in the violation is also liable jointly and severally with and to the same extent as such other person, unless the person who is also liable by virtue of this provision sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist.

History:

[30-1506, added 1989, ch. 414, sec. 1, p. 1011.]
Idaho Code § 30-29-702 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-702
30-29-702 SPECIAL MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-702. SPECIAL MEETING. (a) A corporation shall hold a special meeting of shareholders:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) If shareholders holding at least twenty percent (20%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

(b) If not otherwise fixed under section 30-29-703 or 30-29-707, Idaho Code, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within sixty (60) days of the earliest date on which such a demand delivered to the corporation as required by this section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance with subsection (a)(2) of this section have been delivered to the corporation.

(c) Special meetings of shareholders may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by section 30-29-705(c), Idaho Code, may be conducted at a special meeting of shareholders.

History:

[30-29-702, added 2015, ch. 243, sec. 62, p. 917; am. 2019, ch. 90, sec. 44, p. 252.]
Idaho Code § 30-1602 — Idaho Code / Title 30 / Chapter 16 / Section 30-1602
30-1602 DUTIES OF DIRECTOR.
Status: in_force

30-1602. Duties of director. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. In addition, a director may consider the interests of Idaho employees, suppliers, customers and communities in discharging his duties.

History:

[30-1602, added 1988, ch. 84, sec. 2, p. 153.]
Idaho Code § 30-24-204 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-204
30-24-204 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 2

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

30-24-204. subjects COVERED OUTSIDE chapter. The following subjects are covered outside this chapter:

(1) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code.

(2) Liability for inaccurate information in filed record – section 30-21-211, Idaho Code.

(3) Filing requirements – section 30-21-201, Idaho Code.

(4) Effective date and time – section 30-21-203, Idaho Code.

(5) Withdrawal of filed record before effectiveness – section 30-21-204, Idaho Code.

(6) Correcting filed record – section 30-21-205, Idaho Code.

(7) Duty of secretary of state to file; review of refusal to file; delivery of record by secretary of state – sections 30-21-206 and 30-21-212, Idaho Code.

(8) Certificate of good standing or registration – section 30-21-208, Idaho Code.

(9) Annual report for secretary of state – section 30-21-213, Idaho Code.

History:

[30-24-204, added 2015, ch. 243, sec. 34, p. 847; am. 2020, ch. 82, sec. 30, p. 201.]
Idaho Code § 30-29-1101 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1101
30-29-1101 DEFINITIONS.
Status: in_force

PART 11

MERGERS AND SHARE EXCHANGES

30-29-1101. DEFINITIONS. As used in this part:

(a) "New interest holder liability" means interest holder liability of a person, resulting from a merger or share exchange, that is:

(1) In respect of an entity that is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or

(2) In respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:

(i) The person did not have interest holder liability immediately before the merger or share exchange became effective; or

(ii) The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.

(b) "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.

(c) "Survivor" in a merger means the domestic or foreign corporation or eligible entity into which one (1) or more other corporations or eligible entities are merged.

(d) The following definitions outside this chapter shall apply to this part:

(1) "Acquired entity" is as defined in section 30-22-102(a)(1), Idaho Code.

(2) "Acquiring entity" is as defined in section 30-22-102(a)(2), Idaho Code.

History:

[30-29-1101, added 2019, ch. 90, sec. 126, p. 301.]
Idaho Code § 30-22-201 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-201
30-22-201 MERGER AUTHORIZED.
Status: in_force

PART 2

MERGER

30-22-201. MERGER AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part:

(1) One (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and

(2) Two (2) or more foreign entities may merge into a domestic entity.

(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.

History:

[30-22-201, added 2015, ch. 243, sec. 18, p. 790.]
Idaho Code § 30-29-1434 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1434
30-29-1434 ELECTION TO PURCHASE IN LIEU OF DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1434. ELECTION TO PURCHASE IN LIEU OF DISSOLUTION. (a) In a proceeding under section 30-29-1430(a)(2), Idaho Code, to dissolve a corporation, the corporation may elect or, if it fails to elect, one (1) or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within ninety (90) days after the filing of the petition under section 30-29-1430(a)(2), Idaho Code, or at such later time as the court in its discretion may allow. If the election to purchase is filed by one (1) or more shareholders, the corporation shall, within ten (10) days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than thirty (30) days after the effectiveness of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one (1) or more shareholders, the proceeding under section 30-29-1430(a)(2), Idaho Code, may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.

(c) If, within sixty (60) days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of the petitioner's shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the court, upon application of any party, shall stay the proceedings under section 30-29-1430(a)(2), Idaho Code, and determine the fair value of the petitioner's shares as of the day before the date on which the petition under section 30-29-1430(a)(2), Idaho Code, was filed or as of such other date as the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioner's shares among holders of different classes or series of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes or series insofar as practicable and may direct that holders of a specific class or classes or series shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under section 30-29-1430(a)(2)(ii) or (iv), Idaho Code, it may award expenses to the petitioning shareholder.

(f) Upon entry of an order under subsection (c) or (e) of this section, the court shall dismiss the petition to dissolve the corporation under section 30-29-1430(a)(2), Idaho Code, and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court that shall be enforceable in the same manner as any other judgment.

(g) The purchase ordered pursuant to subsection (e) of this section shall be made within ten (10) days after the date the order becomes final.

(h) Any payment by the corporation pursuant to an order under subsection (c) or (e) of this section, other than an award of expenses pursuant to subsection (e) of this section, is subject to the provisions of section 30-29-640, Idaho Code.

History:

[30-29-1434, added 2015, ch. 243, sec. 69, p. 962; am. 2019, ch. 90, sec. 158, p. 326.]
Idaho Code § 30-21-401 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-401
30-21-401 DEFINITIONS.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-401. definitions. In this part:

(1) "Designation of agent" means a statement designating a registered agent delivered to the secretary of state for filing under:

(A) Section 30-27-129, Idaho Code, the "Uniform Unincorporated Nonprofit Association Act"; or

(B) Section 30-21-411, Idaho Code, by a nonregistered foreign entity or domestic nonfiling entity.

(2) "Registered agent filing" means:

(A) The public organic record of a domestic filing entity;

(B) A statement of qualification of a domestic limited liability partnership;

(C) A registration statement filed pursuant to section 30-21-503, Idaho Code; or

(D) A designation of agent.

(3) "Represented entity" means:

(A) A domestic filing entity;

(B) A domestic limited liability partnership;

(C) A registered foreign entity;

(D) A domestic or foreign unincorporated nonprofit association for which a designation of agent is in effect;

(E) A domestic nonfiling entity for which a designation of agent is in effect; or

(F) A nonregistered foreign entity for which a designation of agent is in effect.

History:

[30-21-401, added 2015, ch. 243, sec. 10, p. 771.]
Idaho Code § 30-27-101 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-101
30-27-101 SHORT TITLE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Unincorporated Nonprofit Association Act."

History:

[30-27-101, added 2015, ch. 243, sec. 53, p. 897.]
Idaho Code § 30-24-402 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-402
30-24-402 NO AGENCY POWER OF GENERAL PARTNER AS LIMITED PARTNER.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-402. NO AGENCY POWER OF general PARTNER AS LIMITED PARTNER. (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.

(b) An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.

History:

[30-24-402, added 2015, ch. 243, sec. 36, p. 850.]
Idaho Code § 30-24-505 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-505
30-24-505 LIABILITY FOR IMPROPER DISTRIBUTIONS.
Status: in_force

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

30-24-505. LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) If a general partner consents to a distribution made in violation of section 30-24-504, Idaho Code, and in consenting to the distribution fails to comply with section 30-24-409, Idaho Code, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 30-24-504, Idaho Code.

(b) A person that receives a distribution knowing that the distribution violated section 30-24-504, Idaho Code, is personally liable to the limited partnership, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-24-504, Idaho Code.

(c) A general partner against which an action is commenced because the general partner is liable under subsection (a) of this section may:

(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and

(2) Implead any person that received a distribution in violation of subsection (b) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b) of this section.

(d) An action under this section is barred unless commenced not later than two (2) years after the distribution.

History:

[30-24-505, added 2015, ch. 243, sec. 37, p. 856.]
Idaho Code § 30-29-747 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-747
30-29-747 APPLICABILITY TO FOREIGN CORPORATIONS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-747. APPLICABILITY TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 30-29-740 through 30-29-746, Idaho Code, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 30-29-743, 30-29-745 and 30-29-746, Idaho Code.

History:

[30-29-747, added 2015, ch. 243, sec. 62, p. 927.]
Idaho Code § 30-25-503 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-503
30-25-503 CHARGING ORDER.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-25-503. CHARGING ORDER. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (f) of this section, a charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.

(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:

(1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and

(2) Make all other orders necessary to give effect to the charging order.

(c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. Except as otherwise provided in subsection (f) of this section, the purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to section 30-25-502, Idaho Code.

(d) At any time before foreclosure under subsection (c) of this section, the member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(f) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:

(1) The court shall confirm the sale;

(2) The purchaser at the sale obtains the member's entire interest, not only the member's transferable interest;

(3) The purchaser thereby becomes a member; and

(4) The person whose interest was subject to the foreclosed charging order is dissociated as a member.

(g) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.

(h) This section provides the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment against a member or transferee may satisfy the judgment from the judgment debtor's transferable interest.

History:

[30-25-503, added 2015, ch. 243, sec. 47, p. 887.]
Idaho Code § 30-29-723 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-723
30-29-723 SHARES HELD BY INTERMEDIARIES AND NOMINEES.
Status: in_force

PART 7

SHAREHOLDERS

30-29-723. SHARES HELD BY intermediaries and NOMINEES. (a) A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.

(b) The procedure must specify:

(1) The types of intermediaries or nominees to which it applies;

(2) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;

(3) The manner in which the procedure is selected that must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held;

(4) The information that must be provided when the procedure is selected;

(5) The period for which selection of the procedure is effective;

(6) Requirements for notice to the corporation with respect to the arrangement; and

(7) The form and contents of the beneficial ownership certificate.

(c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.

History:

[30-29-723, added 2015, ch. 243, sec. 62, p. 921; am. 2019, ch. 90, sec. 55, p. 259.]
Idaho Code § 30-30-502 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-502
30-30-502 SPECIAL MEETING.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-502. Special meeting. (1) A corporation with members shall hold a special meeting of members:

(a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or

(b) Except as provided in the articles or bylaws of a religious corporation if the holders of at least ten percent (10%) of the voting power of any corporation sign, date and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(2) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the ten percent (10%) requirement of subsection (1) of this section has been met.

(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given pursuant to section 30-30-505, Idaho Code, within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 30-30-505, Idaho Code.

(4) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(5) Only those matters that are within the purpose or purposes described in the meeting notice required in section 30-30-505, Idaho Code, may be conducted at a special meeting of members.

History:

[30-30-502, added 2015, ch. 243, sec. 78, p. 978.]
Idaho Code § 30-30-621 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-621
30-30-621 REQUIRED OFFICERS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-621. Required officers. (1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two (2) or more offices may be held by the same person, except the offices of president and secretary. A religious corporation is not required to have officers.

(2) The bylaws or the board shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(3) The same individual may simultaneously hold more than one (1) office in a corporation.

History:

[30-30-621, added 2015, ch. 243, sec. 79, p. 990.]
Idaho Code § 30-30-1104 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1104
30-30-1104 LIMITATIONS ON USE OF MEMBERSHIP LIST.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1104. Limitations on use of membership list. Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing and without the consent of the board, a membership list or any part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for any commercial purpose; or

(3) Sold to or purchased by any person.

History:

[30-30-1104, added 2015, ch. 243, sec. 84, p. 1005.]
Idaho Code § 30-1706 — Idaho Code / Title 30 / Chapter 17 / Section 30-1706
30-1706 SCOPE.
Status: in_force

30-1706. Scope. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation's authority to take any action which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to adopt or enter into plans, arrangements or instruments that deny rights, privileges, power or authority to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances.

(2) The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles or the bylaws of the issuing public corporation, or otherwise.

History:

[30-1706, added 1988, ch. 84, sec. 3, p. 167.]
Idaho Code § 30-24-808 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-808
30-24-808 COURT PROCEEDINGS.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-808. COURT PROCEEDINGS. (1) A dissolved limited partnership that has published a notice under section 30-24-807, Idaho Code, may file an application with the district court in the county where the partnership's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the partnership and:

(1) At the time of the application:

(A) Are contingent; or

(B) Have not been made known to the partnership; or

(2) Are based on an event occurring after the date of dissolution.

(b) Security is not required for any claim that is or is reasonably anticipated to be barred under section 30-24-807, Idaho Code.

(c) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.

(d) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.

(e) A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the partnership's obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.

History:

[30-24-808, added 2015, ch. 243, sec. 40, p. 867.]
Idaho Code § 30-25-702 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-702
30-25-702 WINDING UP.
Status: in_force

PART 7

DISSOLUTION AND WINDING UP

30-25-702. WINDING UP. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 30-25-703, Idaho Code, the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities and affairs, a limited liability company:

(1) Shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and

(2) May:

(A) Deliver to the secretary of state for filing a statement of dissolution stating the name of the company and that the company is dissolved;

(B) Preserve the company activities, affairs, and property as a going concern for a reasonable time;

(C) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(D) Transfer the company's property;

(E) Settle disputes by mediation or arbitration;

(F) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and

(G) Perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code.

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(1) Has the powers of a sole manager under section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code; and

(2) Shall deliver promptly to the secretary of state for filing an amendment to the company's certificate of organization stating:

(A) That the company has no members;

(B) The name and street and mailing addresses of the person; and

(C) That the person has been appointed pursuant to this subsection to wind up the company.

(e) The district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs:

(1) On the application of a member, if the applicant establishes good cause;

(2) On the application of a transferee, if:

(A) The company does not have any members;

(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) Within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or

(3) In connection with a proceeding under section 30-25-701(a), Idaho Code.

History:

[30-25-702, added 2015, ch. 243, sec. 49, p. 891.]
Idaho Code § 30-23-101 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-101
30-23-101 SHORT TITLE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Partnership Act."

History:

[30-23-101, added 2015, ch. 243, sec. 23, p. 806.]
Idaho Code § 30-22-102 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-102
30-22-102 DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-22-102. definitions. (a) As used in this chapter:

(1) "Acquired entity" means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange.

(2) "Acquiring entity" means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.

(3) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity's organic rules, organic law, and other law to:

(A) Propose a transaction subject to this part;

(B) Adopt and approve the terms and conditions of the transaction; and

(C) Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

(4) "Conversion" means a transaction authorized by part 4 of this chapter.

(5) "Converted entity" means the converting entity as it continues in existence after a conversion.

(6) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 30-22-403, Idaho Code, or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.

(7) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

(8) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 30-22-503, Idaho Code, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.

(9) "Domestication" means a transaction authorized by part 5 of this chapter.

(10) "Interest exchange" means a transaction authorized by part 3 of this chapter.

(11) "Interest holder liability" means:

(A) Personal liability for a liability of an entity which is imposed on a person:

(i) Solely by reason of the status of the person as an interest holder; or

(ii) By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(12) "Merger" means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state.

(13) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(14) "Plan" means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication.

(15) "Plan of conversion" means a plan under section 30-22-402, Idaho Code.

(16) "Plan of domestication" means a plan under section 30-22-502, Idaho Code.

(17) "Plan of interest exchange" means a plan under section 30-22-302, Idaho Code.

(18) "Plan of merger" means a plan under section 30-22-202, Idaho Code.

(19) "Protected agreement" means:

(A) A record evidencing indebtedness and any related agreement in effect on July 1, 2007;

(B) An agreement that is binding on an entity on July 1, 2007;

(C) The organic rules of an entity in effect on July 1, 2007; or

(D) An agreement that is binding on any of the governors or interest holders of an entity on July 1, 2007.

(20) "Statement of conversion" means a statement under section 30-22-405, Idaho Code.

(21) "Statement of domestication" means a statement under section 30-22-505, Idaho Code.

(22) "Statement of interest exchange" means a statement under section 30-22-305, Idaho Code.

(23) "Statement of merger" means a statement under section 30-22-205, Idaho Code.

(24) "Surviving entity" means the entity that continues in existence after or is created by a merger under part 2 of this chapter.

(b) The following definitions outside this chapter apply to this chapter:

(1) "Distributional interest" – section 30-21-102(8), Idaho Code.

(2) "Domestic" – section 30-21-102(9), Idaho Code.

(3) "Entity" – section 30-21-102(11), Idaho Code.

(4) "Filing entity" – section 30-21-102(14), Idaho Code.

(5) "Foreign" – section 30-21-102(15), Idaho Code.

(6) "Governance interest" – section 30-21-102(18), Idaho Code.

(7) "Governor" – section 30-21-102(19), Idaho Code.

(8) "Interest" – section 30-21-102(20), Idaho Code.

(9) "Interest holder" – section 30-21-102(21), Idaho Code.

(10) "Jurisdiction" – section 30-21-102(22), Idaho Code.

(11) "Jurisdiction of formation" – section 30-21-102(23), Idaho Code.

(12) "Organic law" – section 30-21-102(33), Idaho Code.

(13) "Organic rules" – section 30-21-102(34), Idaho Code.

(14) "Person" – section 30-21-102(35), Idaho Code.

(15) "Private organic rules" – section 30-21-102(37), Idaho Code.

(16) "Property" – section 30-21-102(41), Idaho Code.

(17) "Public organic record" – section 30-21-102(42), Idaho Code.

(18) "Record" – section 30-21-102(44), Idaho Code.

(19) "Registered foreign entity" – section 30-21-102(46), Idaho Code.

(20) "Sign" – section 30-21-102(47), Idaho Code.

(21) "State" – section 30-21-102(48), Idaho Code.

(22) "Transfer" – section 30-21-102(50), Idaho Code.

(23) "Type of entity" – section 30-21-102(51), Idaho Code.

History:

[30-22-102, added 2015, ch. 243, sec. 17, p. 786.]
Idaho Code § 30-29-862 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-862
30-29-862 DIRECTORS' ACTION.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-862. directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of section 30-29-861(b)(1), Idaho Code, if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two (2), of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section; provided that:

(1) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and

(2) Where the action has been taken by a board committee, all members of the committee were qualified directors, and either the committee was composed of all the qualified directors on the board of directors, or the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors.

(b) Notwithstanding the provisions of subsection (a) of this section, when a transaction is a director's conflicting interest transaction, only because a related person described in section 30-29-860(3)(e) or (f), Idaho Code, is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:

(1) All information required to be disclosed that is not so violative;

(2) The existence and nature of the director's conflicting interest; and

(3) The nature of the conflicted director's duty not to disclose the confidential information.

(c) A majority, but no fewer than two (2), of all the qualified directors on the board of directors, or on the board committee, constitutes a quorum for purposes of action that complies with this section.

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a board committee, in which action directors who are not qualified directors may participate.

History:

[30-29-862, added 2015, ch. 243, sec. 63, p. 940; am. 2019, ch. 90, sec. 110, p. 287.]
Idaho Code § 30-29-708 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-708
30-29-708 CONDUCT OF MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-708. conduct of meeting. (a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors.

(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to such ballots, proxies, or votes may be accepted.

History:

[30-29-708, added 2015, ch. 243, sec. 62, p. 919; am. 2019, ch. 90, sec. 50, p. 256.]
Idaho Code § 30-25-105 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-105
30-25-105 OPERATING AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-105. OPERATING AGREEMENT — SCOPE — FUNCTION — LIMITATIONS. (a) Except as otherwise provided in subsections (c) and (d) of this section, the operating agreement governs:

(1) Relations among the members as members and between the members and the limited liability company;

(2) The rights and duties under this act of a person in the capacity of manager;

(3) The activities and affairs of the company and the conduct of those activities and affairs; and

(4) The means and conditions for amending the operating agreement.

(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.

(c) An operating agreement may not:

(1) Vary the law applicable under section 30-25-104, Idaho Code;

(2) Vary a limited liability company's capacity under section 30-25-109, Idaho Code, to sue and be sued in its own name;

(3) Vary any requirement, procedure, or other provision of this act pertaining to:

(A) Registered agents; or

(B) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this act;

(4) Vary the provisions of section 30-25-204, Idaho Code;

(5) Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection (d) of this section;

(6) Eliminate the contractual obligation of good faith and fair dealing under section 30-25-409(d), Idaho Code, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;

(7) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;

(8) Unreasonably restrict the duties and rights under section 30-25-410, Idaho Code, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(9) Vary the causes of dissolution specified in section 30-25-701(a)(4), Idaho Code;

(10) Vary the requirement to wind up the company's activities and affairs as specified in section 30-25-702(a), (b)(1) and (e), Idaho Code;

(11) Unreasonably restrict the right of a member to maintain an action under part 8 of this chapter;

(12) Vary the provisions of section 30-25-805, Idaho Code, but the operating agreement may provide that the company may not have a special litigation committee;

(13) Vary the right of a member to approve a merger, interest exchange, conversion, or domestication under section 30-22-203(a)(2), 30-22-303(a)(2), 30-22-403(a)(2) or 30-22-503(a)(2), Idaho Code; or

(14) Vary the required contents of a plan of merger under section 30-22-202(a), Idaho Code, plan of interest exchange under section 30-22-302(a), Idaho Code, plan of conversion under section 30-22-402(a), Idaho Code, or plan of domestication under section 30-22-502(a), Idaho Code; or

(15) Except as otherwise provided in sections 30-25-106 and 30-25-107(b), Idaho Code, restrict the rights under this chapter of a person other than a member or manager.

(d) Subject to subsection (c)(7) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply:

(1) The operating agreement may:

(A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and

(B) Alter the prohibition in section 30-25-405(a)(2), Idaho Code, so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities.

(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one (1) or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility that would have pertained to the responsibility.

(3) If not manifestly unreasonable, the operating agreement may:

(A) Alter or eliminate the aspects of the duty of loyalty stated in section 30-25-409(b) and (i), Idaho Code;

(B) Identify specific types or categories of activities that do not violate the duty of loyalty;

(C) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and

(D) Alter or eliminate any other fiduciary duty.

(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subsection (c)(6) or (d)(3) of this section. The court:

(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:

(A) The objective of the term is unreasonable; or

(B) The term is an unreasonable means to achieve the provision's objective.

History:

[30-25-105, added 2015, ch. 243, sec. 43, p. 873.]
Idaho Code § 30-29-625 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-625
30-29-625 FORM AND CONTENT OF CERTIFICATES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-625. form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.

(b) At a minimum each share certificate must state on its face:

(1) The name of the corporation and that it is organized under the law of this state;

(2) The name of the person to whom issued; and

(3) The number and class of shares and the designation of the series, if any, the certificate represents.

(c) If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize the rights, preferences, and limitations applicable to each class and series; any variations in rights, preferences, and limitations among the holders of the same class or series; and the authority of the board of directors to determine terms of future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(d) Each share certificate must be signed by two (2) officers designated in the bylaws or by the board of directors.

(e) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

History:

[30-29-625, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 36, p. 248.]
Idaho Code § 30-30-904 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-904
30-30-904 PROHIBITED DISTRIBUTIONS.
Status: in_force

PART 9

DISPOSITION OF ASSETS

30-30-904. Prohibited distributions. Except as authorized in section 30-30-905, Idaho Code, a corporation shall not make any distributions.

History:

[30-30-904, added 2015, ch. 243, sec. 82, p. 1000.]
Idaho Code § 30-14-411 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-411
30-14-411 POSTREGISTRATION REQUIREMENTS.
Status: in_force

PART 4.

BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS

30-14-411. Postregistration requirements. (a) Financial requirements. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a rule adopted or an order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investment advisers registered or required to be registered under this chapter.

(b) Financial reports. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222(b) of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall file such financial reports as are required by a rule adopted or an order issued under this chapter. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Recordkeeping. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a):

(1) A broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall make and maintain the accounts, correspondence, memoranda, papers, books and other records required by a rule adopted or an order issued under this chapter;

(2) Broker-dealer records required to be maintained under subsection (c)(1) of this section may be maintained in any form of data storage acceptable under section 17(a) of the securities exchange act of 1934 (15 U.S.C. 78q(a)) if they are readily accessible to the administrator; and

(3) Investment adviser records required to be maintained under subsection (c)(1) of this section may be maintained in any form of data storage required by a rule adopted or an order issued under this chapter.

(d) Audits or inspections. The records of every person issuing or guaranteeing any securities subject to the provisions of this chapter, if such person is registered or required to be registered under this chapter, and of every broker-dealer, agent, investment adviser or investment adviser representative registered or required to be registered under this chapter are subject to such reasonable periodic, special or other audits or inspections by a representative of the administrator, within or without this state, as the administrator considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The administrator may copy, and may remove for audit or inspection copies of, all records the administrator reasonably considers necessary or appropriate to conduct the audit or inspection. The administrator may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Custody and discretionary authority bond or insurance. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a rule adopted or an order issued under this chapter may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount not to exceed twenty-five thousand dollars ($25,000). The administrator may determine the requirements of the insurance, bond or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this chapter whose net capital exceeds, or of an investment adviser registered under this chapter whose minimum financial requirements exceed, the amounts required by rule or order under this chapter. The insurance, bond or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond or other satisfactory form of security if instituted within the time limitations in section 30-14-509(j)(2), Idaho Code.

(f) Requirements for custody. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or an order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) Investment adviser brochure rule. With respect to an investment adviser registered or required to be registered under this chapter, a rule adopted or an order issued under this chapter may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) Continuing education. A rule adopted or an order issued under this chapter may require an individual registered under section 30-14-402 or 30-14-404, Idaho Code, to participate in a continuing education program approved by the securities and exchange commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or an order issued under this chapter may require continuing education for an individual registered under section 30-14-404, Idaho Code.

History:

[30-14-411, added 2004, ch. 45, sec. 2, p. 203; am. 2020, ch. 82, sec. 17, p. 191; am. 2020, ch. 103, sec. 2, p. 275.]
Idaho Code § 30-29-806 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-806
30-29-806 STAGGERED TERMS FOR DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-806. STAGGERED TERMS FOR DIRECTORS. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be elected for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.

History:

[30-29-806, added 2015, ch. 243, sec. 63, p. 928; am. 2019, ch. 90, sec. 78, p. 272.]
Idaho Code § 30-29-811 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-811
30-29-811 COMPENSATION OF DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-811. COMPENSATION OF DIRECTORS. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

History:

[30-29-811, added 2015, ch. 243, sec. 63, p. 929.]
Idaho Code § 30-30-202 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-202
30-30-202 ARTICLES OF INCORPORATION.
Status: in_force

PART 2

INCORPORATION

30-30-202. ARTICLES OF INCORPORATION. (1) The articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302(a), Idaho Code;

(b) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(c) The names and addresses of the individuals who are to serve as the initial directors;

(d) The information required by section 30-21-404(a), Idaho Code;

(e) The name and address of each incorporator;

(f) Whether or not the corporation will have members; and

(g) Provisions not inconsistent with law regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) Provisions not inconsistent with law regarding:

(i) Managing and regulating the affairs of the corporation;

(ii) Defining, limiting and regulating the powers of the corporation, its board of directors, and members or any class of members; and

(iii) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

(b) Any provision that under this act is required or permitted to be set forth in the bylaws.

(3) The articles of incorporation need not set forth any of the corporation powers enumerated in this act.

(4) The articles of incorporation may authorize assessments to be levied upon all members or classes of membership alike, or upon the outstanding shares of stock of the corporation that issues shares of stock instead of memberships pursuant to its articles of incorporation, or in different amounts or proportions or upon a different basis upon different members or classes of membership, and may exempt some members or classes of membership from assessments. The articles of incorporation may fix the amount and method of collection of assessments, or may authorize the board of directors to fix the amount thereof, from time to time, and may make them payable at such times or intervals, and upon such notice and by such methods as the directors may prescribe. Assessments may be made enforceable by civil action or by the forfeiture of membership, or both, or by the sale of shares of the capital stock of a stockholder in a corporation that issues shares of stock instead of memberships, when authorized by the articles of incorporation of said corporation, upon notice given in writing twenty (20) days before commencement of such action or such forfeiture. If the articles of incorporation so provide, assessments may be secured by a lien upon real property to which membership rights are appurtenant, if appropriate, or upon the shares of stock of a stockholder or shareholder corporation, when authorized by its articles of incorporation.

History:

[30-30-202, added 2015, ch. 243, sec. 75, p. 971; am. 2018, ch. 28, sec. 2, p. 52.]
Idaho Code § 30-30-604 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-604
30-30-604 ELECTION, DESIGNATION AND APPOINTMENT OF DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-604. Election, designation and appointment of directors. (1) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.

(2) If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.

History:

[30-30-604, added 2015, ch. 243, sec. 79, p. 985.]
Idaho Code § 30-501 — Idaho Code / Title 30 / Chapter 5 / Section 30-501
30-501 CORPORATIONS — CONSTITUTION OF THE STATE OF IDAHO.
Status: in_force

30-501. Corporations — Constitution of the state of Idaho. (1) Every corporation organized for any lawful purpose or purposes, whether a general business corporation or a designated class of corporation, shall, by the act of filing incorporation documents with the state of Idaho, acknowledge and accept the provisions of the constitution of the state of Idaho and the provisions of this chapter as binding upon that corporation.

(2) Except as expressly authorized by the legislature through the enactment of general laws or pursuant to subsection (4) of this section, the state shall not file or cause to be filed on its behalf articles of incorporation for any corporation that is provided for in subsection (1) of this section. If any articles of incorporation are filed by the state or on its behalf without the authorization of the legislature as required pursuant to this subsection, the secretary of state shall not accept such articles of incorporation. In no instance shall the state constitute the voting majority of the board of directors or members of a corporation or its subsidiary. For purposes of this section, "state" means the state of Idaho, a state officer acting in an official capacity, a state employee acting within the scope of employment, or a state agency, department, division, bureau, board, commission, or institution.

(3) The state shall not file or cause to be filed on its behalf articles of incorporation for a corporation to carry out a purpose or function in lieu of the state or to receive or expend appropriated funds in furtherance of such purpose or function.

(4) It is not a violation of the provisions of this section for the state to:

(a) Create or to authorize the creation of an independent public body politic and corporate; or

(b) Associate with a corporation to provide a benefit to the state, provided that the state is not an owner, stockholder, or controlling member of such corporation.

(5) For the purposes of this section, "independent public body politic and corporate" means an entity that is:

(a) Created in statute to carry out a public purpose;

(b) Devoid of any private party with the right to control the entity or manage it; and

(c) Lacking any potential for private parties to change the fundamental structure or public purpose of the entity as provided for in the statute that created it.

History:

[30-501, added 1996, ch. 354, sec. 1, p. 1182; am. 2024, ch. 287, sec. 1, p. 980.]
Idaho Code § 30-25-805 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-805
30-25-805 SPECIAL LITIGATION COMMITTEE.
Status: in_force

PART 8

ACTIONS BY MEMBERS

30-25-805. SPECIAL LITIGATION COMMITTEE. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:

(1) Enforcing a person's right to information under section 30-25-410, Idaho Code; or

(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed:

(1) In a member-managed limited liability company:

(A) By the consent of a majority of the members not named as parties in the proceeding; or

(B) If all members are named as parties in the proceeding, by a majority of the members named as defendants; or

(2) In a manager-managed limited liability company:

(A) By a majority of the managers not named as parties in the proceeding; or

(B) If all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

(1) Continue under the control of the plaintiff;

(2) Continue under the control of the committee;

(3) Be settled on terms approved by the committee; or

(4) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.

History:

[30-25-805, added 2015, ch. 243, sec. 50, p. 896.]
Idaho Code § 30-29-831 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-831
30-29-831 STANDARDS OF LIABILITY FOR DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-831. STANDARDS OF LIABILITY FOR DIRECTORS. (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:

(1) No defense interposed by the director based on any provision in the articles of incorporation authorized by section 30-29-202(b)(4) or (6), Idaho Code; the protection afforded by section 30-29-861, Idaho Code, for action taken in compliance with section 30-29-862 or 30-29-863, Idaho Code; or the protection afforded by section 30-29-870, Idaho Code, precludes liability; and

(2) The challenged conduct consisted or was the result of:

(i) Action not in good faith; or

(ii) A decision:

(A) That the director did not reasonably believe to be in the best interests of the corporation; or

(B) As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or

(iii) A lack of objectivity due to the director's familial, financial, or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct:

(A) Which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation; and

(B) After a reasonable expectation to such effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or

(iv) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making or causing to be made appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for such inquiry; or

(v) Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(1) For money damages, shall also have the burden of establishing that:

(i) Harm to the corporation or its shareholders has been suffered; and

(ii) The harm suffered was proximately caused by the director's challenged conduct; or

(2) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or

(3) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing contained in this section shall:

(1) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under section 30-29-861(b)(3), Idaho Code, alter the burden of proving the fact or lack of fairness otherwise applicable;

(2) Alter the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under section 30-29-832, Idaho Code, or a transactional interest under section 30-29-861, Idaho Code; or

(3) Affect any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States.

History:

[30-29-831, added 2015, ch. 243, sec. 63, p. 931; am. 2019, ch. 90, sec. 91, p. 277.]
Idaho Code § 30-21-502 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-502
30-21-502 REGISTRATION TO DO BUSINESS IN THIS STATE.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.

(b) A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.

(c) The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in this state.

(d) A limitation on the liability of a series of foreign unincorporated entity or an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership is not waived solely because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.

(e) Section 30-21-501(a) and (b), Idaho Code, applies even if a foreign entity fails to register under this chapter.

History:

[30-21-502, added 2015, ch. 243, sec. 11, p. 776.]
Idaho Code § 30-25-201 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-201
30-25-201 FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION.
Status: in_force

PART 2

FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS

30-25-201. FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION. (a) One (1) or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization.

(b) A certificate of organization must state:

(1) The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code;

(2)(i) The street and mailing addresses of the company's principal office; or

(ii) The street and mailing addresses of the company's commercial registered agent if:

1. The limited liability company attests that it has no physical location other than a residential address; and

2. The commercial registered agent maintaining the registered office consents to the use of its address as the limited liability company's principal office;

(3) The information required by section 30-21-404(a), Idaho Code;

(4) The name and mailing address of at least one (1) governor of the company; and

(5) If the company is a professional entity, a statement that the company is a professional limited liability company and the principal profession or professions for which the company's members are duly licensed or otherwise legally authorized to render professional services.

(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-25-105(c) and (d), Idaho Code, in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. The secretary of state shall not accept operating agreements for filing.

(d) A limited liability company is formed when the certificate of organization becomes effective.

History:

[30-25-201, added 2015, ch. 243, sec. 44, p. 876; am. 2026, ch. 80, sec. 1, p. 424.]
Idaho Code § 30-30-608 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-608
30-30-608 REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-608. Removal of directors elected by members or directors. (1) The members may remove one (1) or more directors elected by them without cause.

(2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.

(3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(4) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal, or if the director was elected by a class, chapter, unit or grouping of members, a director may not be removed if the number of votes sufficient to elect the director by that class, chapter, unit or grouping is voted against the director's removal.

(5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.

(6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

(7) An entire board of directors may be removed under subsections (1) through (5) of this section.

(8) A director elected by the board may be removed without cause by the vote of two-thirds (2/3) of the directors then in office or such greater number as is set forth in the articles or bylaws; provided however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

(10) The articles or bylaws of a religious corporation may:

(a) Limit the application of this section; and

(b) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.

History:

[30-30-608, added 2015, ch. 243, sec. 79, p. 986.]
Idaho Code § 30-21-408 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-408
30-21-408 CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-408. CHANGE OF NAME or ADDRESS BY NONCOMMERCIAL REGISTERED AGENT. (a) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under section 30-21-404(a), Idaho Code, the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:

(1) The name of the entity;

(2) The name and address of the agent in effect with respect to the entity;

(3) If the name of the agent has changed, the new name;

(4) If the address of the agent has changed, the new address; and

(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.

History:

[30-21-408, added 2015, ch. 243, sec. 10, p. 773.]
Idaho Code § 30-24-807 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-807
30-24-807 OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-807. OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.

(b) A notice under subsection (a) of this section must:

(1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the partnership's registered agent is or was last located;

(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;

(3) State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and

(4) Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 30-24-404, Idaho Code.

(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:

(1) A claimant that did not receive notice in a record under section 30-24-806, Idaho Code;

(2) A claimant whose claim was timely sent to the partnership but not acted on; and

(3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.

(d) A claim not barred under this section or section 30-24-806, Idaho Code, may be enforced:

(1) Against the dissolved limited partnership, to the extent of its undistributed assets;

(2) Except as otherwise provided in section 30-24-808, Idaho Code, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and

(3) Against any person liable on the claim under sections 30-24-404 and 30-24-607, Idaho Code.

History:

[30-24-807, added 2015, ch. 243, sec. 40, p. 866.]
Idaho Code § 30-21-411 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-411
30-21-411 DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-411. DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY. (a) A nonregistered foreign entity or domestic nonfiling entity may deliver to the secretary of state for filing a statement designating a registered agent signed by the entity that states:

(1) The name, type of entity, and jurisdiction of formation of the entity; and

(2) The information required by section 30-21-404(a), Idaho Code.

(b) A statement under subsection (a) of this section is effective for five (5) years after the date of filing unless canceled or terminated earlier.

(c) A statement under subsection (a) of this section must be signed by a person authorized to manage the affairs of the nonregistered foreign entity or domestic nonfiling entity. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the entity and that the agent has consented to serve.

(d) Designation of a registered agent under subsection (a) of this section does not register a nonregistered foreign entity to do business in this state.

(e) A statement under subsection (a) of this section may not be rejected for filing because the name of the entity signing the statement is not distinguishable on the records of the secretary of state from the name of another entity appearing on those records. The filing of such a statement does not make the name of the entity signing the statement unavailable for use by another entity.

(f) An entity that delivers to the secretary of state for filing a statement under subsection (a) of this section designating a registered agent may cancel the statement by delivering to the secretary of state for filing a statement of cancellation that states the name of the entity and that the entity is canceling its designation of a registered agent in this state.

(g) A statement under subsection (a) of this section for a nonregistered foreign entity terminates on the date the entity becomes a registered foreign entity.

History:

[30-21-411, added 2015, ch. 243, sec. 10, p. 774.]
Idaho Code § 30-14-103 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-103
30-14-103 REFERENCES TO FEDERAL STATUTES.
Status: in_force

PART 1.

GENERAL PROVISIONS

30-14-103. References to federal statutes. "Securities act of 1933" (15 U.S.C. 77a et seq.), "securities exchange act of 1934" (15 U.S.C. 78a et seq.), "public utility holding company act of 1935" (15 U.S.C. 79 et seq.), "investment company act of 1940" (15 U.S.C. 80a-1 et seq.), "investment advisers act of 1940" (15 U.S.C. 80b-1 et seq.), "employee retirement income security act of 1974" (29 U.S.C. 1001 et seq.), "national housing act" (12 U.S.C. 1701 et seq.), "commodity exchange act" (7 U.S.C. 1 et seq.), "internal revenue code" (26 U.S.C. 1 et seq.), "securities investor protection act of 1970" (15 U.S.C. 78aaa et seq.), "securities litigation uniform standards act of 1998" (112 Stat. 3227), "small business investment act of 1958" (15 U.S.C. 661 et seq.), and "electronic signatures in global and national commerce act" (15 U.S.C. 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this chapter.

History:

[30-14-103, added 2004, ch. 45, sec. 2, p. 177.]
Idaho Code § 30-702 — Idaho Code / Title 30 / Chapter 7 / Section 30-702
30-702 WHEN FRANCHISE CEASES.
Status: in_force

30-702. When franchise ceases. Every such corporation hereafter organized ceases to be a body corporate:

1. If, within two (2) years from filing its articles of incorporation it has not commenced the construction of its bridge, flume or boom, as the case may be, and if within three (3) years from such filing its bridge or boom is not completed.

2. If, when the bridge or boom of such corporation is destroyed, it is not reconstructed and ready for use within two (2) years thereafter.

3. If the ferry of any such corporation is not in running order within four (4) months after authority to take tolls thereon is obtained, or if at any time thereafter it ceases, for a like term consecutively, to perform the duties imposed by law.

History:

[(30-702) R.S., sec. 2695; reen. R.C. & C.L., sec. 2831; C.S., sec. 4830; am. 1925, ch. 165, sec. 1, p. 302; I.C.A., sec. 29-702.]
Idaho Code § 30-30-626 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-626
30-30-626 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-626. Indemnification of officers, directors, employees and agents. (1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in that such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (1) or (2) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection herewith.

(4) Any determination under subsection (1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection (1) or (2) of this section. Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or

(b) If such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(c) By the members.

(5) Expenses, including attorney's fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(7) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section; provided that credit unions chartered under the laws of the state of Idaho may provide indemnification only by insurance.

(8) For the purposes of this section, the term "corporation" includes, in addition to the resulting corporation, all constituent corporations and their predecessors absorbed in a consolidation or merger, which, if separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents.

(9) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, and personal representatives of such a person.

History:

[30-30-626, added 2015, ch. 243, sec. 79, p. 991.]
Idaho Code § 30-21-505 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-505
30-21-505 ACTIVITIES NOT CONSTITUTING DOING BUSINESS.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-505. ACTIVITIES NOT CONSTITUTING DOING BUSINESS. (a) Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include:

(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;

(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;

(3) Maintaining accounts in financial institutions;

(4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;

(7) Creating or acquiring indebtedness, mortgages or security interests in property;

(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired;

(9) Conducting an isolated transaction that is not in the course of similar transactions;

(10) Owning, without more, property; and

(11) Doing business in interstate commerce.

(b) A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.

(c) This section does not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation or regulation under the law of this state other than this act.

History:

[30-21-505, added 2015, ch. 243, sec. 11, p. 777.]
Idaho Code § 30-30-704 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-704
30-30-704 CLASS VOTING BY MEMBERS ON AMENDMENTS TO ARTICLES.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-704. Class voting by members on amendments to articles. (1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(c) Increase or decrease the number of memberships authorized for that class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification or termination of the memberships of that class; or

(f) Authorize a new class of memberships.

(2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(3) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(4) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(5) A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.

History:

[30-30-704, added 2015, ch. 243, sec. 80, p. 994.]
Idaho Code § 30-29-804 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-804
30-29-804 ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-804. ELECTION OF DIRECTORS BY CERTAIN CLASSES or series OF shares. If the articles of incorporation or action by the board of directors pursuant to section 30-29-602, Idaho Code, authorizes dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes or series of shares. A class or series, or multiple classes or series, of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.

History:

[30-29-804, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 76, p. 271.]
Idaho Code § 30-30-1202 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1202
30-30-1202 APPLICATION TO QUALIFIED FOREIGN NONPROFIT CORPORATION.
Status: in_force

PART 12

TRANSITION PROVISIONS

30-30-1202. APPLICATION TO QUALIFIED FOREIGN NONPROFIT corporation. A foreign nonprofit corporation authorized to transact business in this state on July 1, 2015, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

History:

[30-30-1202, added 2015, ch. 243, sec. 85, p. 1006; am. 2015, ch. 337, sec. 2, p. 1269.]
Idaho Code § 30-24-904 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-904
30-24-904 PLEADING.
Status: in_force

PART 9

ACTIONS BY PARTNERS

30-24-904. PLEADING. In a derivative action, the complaint must state with particularity:

(1) The date and content of the plaintiff's demand and the response to the demand by the general partner; or

(2) Why the demand should be excused as futile.

History:

[30-24-904, added 2015, ch. 243, sec. 41, p. 869.]
Idaho Code § 30-21-603 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-603
30-21-603 REINSTATEMENT.
Status: in_force

PART 6

ADMINISTRATIVE DISSOLUTION

30-21-603. reinstatement. (a) A domestic filing entity that is dissolved administratively under section 30-21-602, Idaho Code, may apply to the secretary of state for reinstatement not later than ten (10) years after the effective date of dissolution. The application must be signed by the entity and state:

(1) The name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies section 30-21-301, Idaho Code;

(2) The address of the principal office of the entity and the information required by section 30-21-404(a), Idaho Code;

(3) The effective date of the entity's administrative dissolution; and

(4) That the grounds for dissolution did not exist or have been cured.

(b) To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.

(c) If the secretary of state determines that an application under subsection (a) of this section contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (b) of this section have been made, the secretary of state shall:

(1) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement;

(2) File the statement of reinstatement; and

(3) Serve a copy on the entity.

(d) When reinstatement under this section is effective the following rules apply:

(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.

(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

History:

[30-21-603, added 2015, ch. 243, sec. 12, p. 781.]
Idaho Code § 30-23-104 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-104
30-23-104 GOVERNING LAW.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-104. GOVERNING LAW. The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by:

(1) In the case of a limited liability partnership, the law of this state; and

(2) In the case of a partnership that is not a limited liability partnership, the law of the jurisdiction in which the partnership has its principal office.

History:

[30-23-104, added 2015, ch. 243, sec. 23, p. 808.]
Idaho Code § 30-23-702 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-702
30-23-702 POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS PARTNER.
Status: in_force

PART 7

PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

30-23-702. POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS PARTNER. (a) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business and before the partnership is merged out of existence, converted, or domesticated under chapter 22, title 30, Idaho Code, or dissolved, the partnership is bound by an act of the person only if:

(1) The act would have bound the partnership under section 30-23-301, Idaho Code, before dissociation; and

(2) At the time the other party enters into the transaction:

(A) Less than two (2) years has passed since the dissociation; and

(B) The other party does not know or have notice of the dissociation and reasonably believes that the person is a partner.

(b) If a partnership is bound under subsection (a) of this section, the person dissociated as a partner that caused the partnership to be bound is liable:

(1) To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a) of this section; and

(2) If a partner or another person dissociated as a partner is liable for the obligation to the partner or other person for any damage caused to the partner or other person arising from the liability.

History:

[30-23-702, added 2015, ch. 243, sec. 29, p. 828; am. 2020, ch. 82, sec. 27, p. 199.]
Idaho Code § 30-21-213 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-213
30-21-213 ANNUAL REPORT FOR SECRETARY OF STATE.
Status: in_force

PART 2

FILING

30-21-213. ANNUAL REPORT FOR SECRETARY OF STATE. (a) A domestic filing entity, domestic limited liability partnership, or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:

(1) The name of the entity and its jurisdiction of formation;

(2) The information required by section 30-21-404(a), Idaho Code;

(3) The street and mailing addresses of the entity's principal office; and

(4) The name of at least one (1) governor.

(b) Information in an annual report must be current as of the date the report is signed by the entity.

(c) The annual report must be delivered to the secretary of state for filing each year before the end of the month during which the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state. Beginning one (1) year after the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state, and each year thereafter, the annual report must be received in the office of the secretary of state not later than the close of business on the final day of the applicable month. If the secretary of state finds that such report conforms to the requirements of this chapter, he shall file the same.

(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report for correction.

(e) If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under section 30-21-407, Idaho Code.

History:

[30-21-213, added 2015, ch. 243, sec. 8, p. 766.]
Idaho Code § 30-21-810 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-810
30-21-810 CONSEQUENCES OF NONCOMPLIANCE.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-810. CONSEQUENCES OF NONCOMPLIANCE. (a) Any person who transacts business in Idaho under an assumed business name without having complied with the requirements of this chapter shall not be entitled to maintain any legal action in the courts of this state until the person has filed a certificate of assumed business name as required by this chapter.

(b) Any person who suffers a loss because of another person's noncompliance with the requirements of this chapter shall be entitled to recover damages in the amount of the loss and attorney's fees and costs incurred in connection with recovery of damages.

(c) Noncompliance shall be held to include false, misleading or incomplete information in a certificate of assumed business name, as well as failure to file.

History:

[30-21-810, added 2015, ch. 243, sec. 14, p. 785.]
Idaho Code § 30-29-728 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-728
30-29-728 VOTING FOR DIRECTORS — CUMULATIVE VOTING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-728. VOTING FOR DIRECTORS — CUMULATIVE VOTING. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(2) A shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting, and if one (1) shareholder gives this notice, all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

History:

[30-29-728, added 2015, ch. 243, sec. 62, p. 923; am. 2019, ch. 90, sec. 60, p. 262.]
Idaho Code § 30-25-205 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-205
30-25-205 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 2

FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS

30-25-205. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:

(1) Signing and filing pursuant to judicial order – section 30-21-210, Idaho Code.

(2) Filing requirements – section 30-21-201, Idaho Code.

(3) Effective date and time – section 30-21-203, Idaho Code.

(4) Withdrawal of filed record before effectiveness – section 30-21-204, Idaho Code.

(5) Correcting filed record – section 30-21-205, Idaho Code.

(6) Duty of secretary of state to file; review of refusal to file; delivery of record by secretary of state – sections 30-21-206 and 30-21-212, Idaho Code.

(7) Certificate of good standing or registration – section 30-21-208, Idaho Code.

(8) Annual report for secretary of state – section 30-21-213, Idaho Code.

History:

[30-25-205, added 2015, ch. 243, sec. 44, p. 878; am. 2021, ch. 321, sec. 7, p. 949.]
Idaho Code § 30-2009 — Idaho Code / Title 30 / Chapter 20 / Section 30-2009
30-2009 STANDARD OF CONDUCT FOR OFFICERS.
Status: in_force

30-2009. STANDARD OF CONDUCT FOR OFFICERS. (1) Each officer of a benefit corporation shall consider the interests and factors as provided in section 30-2007, Idaho Code, if the officer has discretion to act with respect to a matter, and it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation.

(2) The consideration of interests and factors as provided in subsection (1) of this section shall not constitute a violation of sections 30-29-841 and 30-29-842, Idaho Code.

(3) Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for:

(a) An action or inaction as an officer in the course of performing the duties of an officer under subsection (1) of this section if the officer performed the duties of the position in compliance with sections 30-29-841 and 30-29-842, Idaho Code, and this section; or

(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.

(4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

History:

[30-2009, added 2015, ch. 217, sec. 1, p. 678; am. 2016, ch. 47, sec. 12, p. 109.]
Idaho Code § 30-14-604 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-604
30-14-604 ADMINISTRATIVE ENFORCEMENT.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-604. Administrative enforcement. (a) Issuance of an order or notice. If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter, the administrator may:

(1) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this chapter;

(2) Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under section 30-14-401(b)(1)(D) or (F), Idaho Code, or an investment adviser under section 30-14-403(b)(1)(C), Idaho Code; or

(3) Issue an order under section 30-14-204, Idaho Code.

(b) Summary process. An order under subsection (a) of this section is effective on the date of issuance. Upon issuance of the order, the administrator shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the administrator will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen (15) days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the administrator within thirty (30) days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.

(c) Procedure for final order. If a hearing is requested or ordered pursuant to subsection (b) of this section, a hearing must be held pursuant to chapter 52, title 67, Idaho Code. A final order may not be issued unless the administrator makes findings of fact and conclusions of law in a record pursuant to chapter 52, title 67, Idaho Code. The final order may make final, vacate, or modify the order issued under subsection (a) of this section.

(d) Civil penalty. In a final order under subsection (c) of this section, the administrator may impose a civil penalty not to exceed five thousand dollars ($5,000) for each violation.

(e) Costs. In a final order, the administrator may charge the actual cost of an investigation or proceeding for a violation of this chapter or a rule adopted or an order issued under this chapter.

(f) Filing of certified final order with court — Effect of filing. If a petition for judicial review of a final order is not filed in accordance with section 30-14-609, Idaho Code, the administrator may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.

(g) Enforcement by court — Further civil penalty. If a person does not comply with an order under this section, the administrator may petition a court of competent jurisdiction to enforce the order. The court may not require the administrator to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five hundred dollars ($500) but not greater than five thousand dollars ($5,000) for each violation and may grant any other relief the court determines is just and proper in the circumstances.

History:

[30-14-604, added 2004, ch. 45, sec. 2, p. 218.]
Idaho Code § 30-2007 — Idaho Code / Title 30 / Chapter 20 / Section 30-2007
30-2007 STANDARD OF CONDUCT FOR DIRECTORS.
Status: in_force

30-2007. standard of conduct for directors. (1) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of any action or inaction on:

(a) The shareholders of the benefit corporation;

(b) The employees of the benefit corporation;

(c) The subsidiaries and suppliers of the benefit corporation;

(d) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;

(e) Community and social factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;

(f) The local and global environment;

(g) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and

(h) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

(2) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation may also consider any other pertinent factors or the interests of any group that they deem appropriate.

(3) The board of directors, committees of the board and individual directors of a benefit corporation need not give priority to a particular interest or factor referred to in subsection (1) or (2) of this section over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit or of a specific public benefit purpose identified in its articles of incorporation.

(4) The consideration of interests and factors in the manner required by this section does not constitute a violation of section 30-29-830, Idaho Code.

(5) Except as provided in the articles of incorporation, a director is not personally liable for monetary damages for:

(a) Any action or inaction in the course of performing the duties of a director under subsection (1) of this section if the director performed the duties of office in compliance with section 30-29-830, Idaho Code, and this section; or

(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.

(6) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

History:

[30-2007, added 2015, ch. 217, sec. 1, p. 676; am. 2016, ch. 47, sec. 10, p. 107.]
Idaho Code § 30-24-302 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-302
30-24-302 NO AGENCY POWER OF LIMITED PARTNER AS LIMITED PARTNER.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-302. NO AGENCY POWER OF LIMITED PARTNER AS LIMITED PARTNER. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.

(2) A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.

History:

[30-24-302, added 2015, ch. 243, sec. 35, p. 847.]
Idaho Code § 30-29-721 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-721
30-29-721 VOTING ENTITLEMENT OF SHARES.
Status: in_force

PART 7

SHAREHOLDERS

30-29-721. VOTING ENTITLEMENT OF SHARES. (a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

(b) Shares of a corporation are not entitled to vote if they are owned by or otherwise belong to the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

(c) Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless they are held for the benefit of, or otherwise belong to, the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.

(d) Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

(e) For purposes of this section, "voting power" means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governors of another entity.

(f) A corporation is not entitled to vote treasury shares.

History:

[30-29-721, added 2015, ch. 243, sec. 62, p. 920; am. 2019, ch. 90, sec. 53, p. 258.]
Idaho Code § 30-29-821 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-821
30-29-821 ACTION WITHOUT MEETING.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-821. ACTION WITHOUT MEETING. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.

(b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

History:

[30-29-821, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 84, p. 274.]
Idaho Code § 30-24-702 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-702
30-24-702 TRANSFER OF TRANSFERABLE INTEREST.
Status: in_force

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-24-702. TRANSFER OF TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a transferable interest:

(1) Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compliance with section 30-21-901(i), Idaho Code;

(2) Does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and

(3) Subject to section 30-24-704, Idaho Code, does not entitle the transferee to:

(A) Participate in the management or conduct of the partnership's activities and affairs; or

(B) Except as otherwise provided in subsection (c) of this section, have access to required information, records, or other information concerning the partnership's activities and affairs.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.

(g) Except as otherwise provided in sections 30-24-601(b)(4)(B) and 30-24-603(4)(B), Idaho Code, if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.

(h) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under sections 30-24-502 and 30-24-505, Idaho Code, known to the transferee when the transferee becomes a partner.

History:

[30-24-702, added 2015, ch. 243, sec. 39, p. 861.]
Idaho Code § 30-30-406 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-406
30-30-406 MEMBER'S LIABILITY TO THIRD PARTIES.
Status: in_force

PART 4

MEMBERSHIP

30-30-406. Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

History:

[30-30-406, added 2015, ch. 243, sec. 77, p. 976.]
Idaho Code § 30-916 — Idaho Code / Title 30 / Chapter 9 / Section 30-916
30-916 ATTACHMENT.
Status: in_force

30-916. Attachment. Funds or other value received by a licensee under this chapter pursuant to an escrow or trust funds are not subject to execution or attachment in any claim against the licensee.

History:

[30-916, added 2005, ch. 236, sec. 2, p. 723.]
Idaho Code § 30-1503 — Idaho Code / Title 30 / Chapter 15 / Section 30-1503
30-1503 EXEMPT PERSON — TRANSACTIONS.
Status: in_force

30-1503. Exempt person — Transactions. (1) The prohibitions in section 30-1502, Idaho Code, shall not apply to any transaction offered by and in which any of the following persons or any employee, officer or director thereof, acting solely in that capacity is the purchaser or seller:

(a) A person registered with the commodity futures trading commission as a futures commission merchant or as a leverage transaction merchant whose activities require such registration;

(b) A person registered with the securities and exchange commission or under the laws of this state as a securities broker-dealer whose activities require such registration;

(c) A person affiliated with, and whose obligations and liabilities under the transaction are guaranteed by a person referred to in paragraph (a) or (b) of this subsection;

(d) A person who is a member of a contract market designated by the commodity futures trading commission or any clearinghouse thereof; or

(e) A financial institution.

(2) The exemption provided in this section shall not apply to any transaction or activity which is prohibited by the commodity exchange act or CFTC rule.

History:

[30-1503, added 1989, ch. 414, sec. 1, p. 1009.]
Idaho Code § 30-29-142 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-142
30-29-142 NUMBER OF SHAREHOLDERS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-142. number of shareholders. (a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:

(1) Three (3) or fewer co-owners;

(2) A corporation, partnership, trust, estate, or other entity; or

(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.

History:

[30-29-142, added 2019, ch. 90, sec. 5, p. 231.]
Idaho Code § 30-29-1321 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1321
30-29-1321 NOTICE OF INTENT TO DEMAND PAYMENT — CONSEQUENCES OF VOTING OR CONSENTING.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1321. NOTICE OF INTENT TO DEMAND PAYMENT — consequences of voting or consenting. (a) If a corporate action specified in section 30-29-1302(a), Idaho Code, is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(1) Shall deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and

(2) Shall not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(b) If a corporate action specified in section 30-29-1302(a), Idaho Code, is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.

(c) If a corporate action specified in section 30-29-1302(a), Idaho Code, does not require shareholder approval pursuant to section 30-29-1104(j), Idaho Code, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effected; and shall not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.

(d) A shareholder who fails to satisfy the requirements of subsection (a), (b), or (c) of this section is not entitled to payment under this part.

History:

[30-29-1321, added 2015, ch. 243, sec. 68, p. 952; am. 2019, ch. 90, sec. 136, p. 314.]
Idaho Code § 30-29-1020 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1020
30-29-1020 AUTHORITY TO AMEND.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1020. authority to amend. (a) A corporation's shareholders may amend or repeal the corporation's bylaws.

(b) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

(1) The articles of incorporation, section 30-29-1021, Idaho Code, or, if applicable, section 30-29-1022, Idaho Code, reserve that power exclusively to the shareholders in whole or part; or

(2) Except as provided in section 30-29-206(d), Idaho Code, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.

(c) A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.

History:

[30-29-1020, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 122, p. 299.]
Idaho Code § 30-1907 — Idaho Code / Title 30 / Chapter 19 / Section 30-1907
30-1907 SCOPE OF CHAPTER — APPLICATION.
Status: in_force

30-1907. Scope of chapter — application. (1) The courts of this state shall construe the provisions of this act liberally with regard to successors.

(2) This act shall apply to all asbestos claims filed against a successor on or after the effective date of this act and to any pending asbestos claims against a successor in which trial has not commenced as of the effective date of this act, except that any provisions of these sections which would be unconstitutional if applied retroactively shall be applied prospectively.

History:

[30-1907, added 2012, ch. 193, sec. 1, p. 522.]
Idaho Code § 30-29-1326 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1326
30-29-1326 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1326. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER. (a) A shareholder paid pursuant to section 30-29-1324, Idaho Code, who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under section 30-29-1324, Idaho Code, plus interest. A shareholder offered payment under section 30-29-1325, Idaho Code, who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) of this section within thirty (30) days after receiving the corporation's payment or offer of payment under section 30-29-1324 or 30-29-1325, Idaho Code, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.

History:

[30-29-1326, added 2015, ch. 243, sec. 68, p. 955; am. 2019, ch. 90, sec. 141, p. 317.]
Idaho Code § 30-25-104 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-104
30-25-104 GOVERNING LAW.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-104. GOVERNING LAW. The law of this state governs:

(1) The internal affairs of a limited liability company; and

(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

History:

[30-25-104, added 2015, ch. 243, sec. 43, p. 873.]
Idaho Code § 30-30-801 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-801
30-30-801 APPROVAL BY THIRD PERSONS.
Status: in_force

PART 8

MERGER AND MEMBERSHIP EXCHANGES

30-30-801. Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.

History:

[30-30-801, added 2015, ch. 243, sec. 81, p. 997.]
Idaho Code § 30-24-704 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-704
30-24-704 POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER.
Status: in_force

PART 7

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-24-704. POWER OF LEGAL REPRESENTATIVE OF DECEASED PARTNER. If a partner dies, the deceased partner's legal representative may exercise:

(1) The rights of a transferee provided in section 30-24-702(c), Idaho Code; and

(2) For the purposes of settling the estate, the rights of a current limited partner under section 30-24-304, Idaho Code.

History:

[30-24-704, added 2015, ch. 243, sec. 39, p. 863.]
Idaho Code § 30-22-205 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-205
30-22-205 STATEMENT OF MERGER — EFFECTIVE DATE OF MERGER.
Status: in_force

PART 2

MERGER

30-22-205. STATEMENT OF MERGER — EFFECTIVE DATE of merger. (a) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing.

(b) A statement of merger must contain:

(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

(2) The name, jurisdiction of formation, and type of entity of the surviving entity;

(3) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;

(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;

(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;

(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;

(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and

(8) If the surviving entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.

(c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.

(d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(e) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this act to a statement of merger refer to the plan of merger filed under this subsection.

(f) A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger.

(g) If the surviving entity is a domestic entity, the merger is effective when the statement of merger is effective. If the surviving entity is a foreign entity, the merger is effective on the later of:

(1) The date and time provided by the organic law of the surviving entity; or

(2) When the statement is effective.

History:

[30-22-205, added 2015, ch. 243, sec. 18, p. 792.]
Idaho Code § 30-29-1340 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1340
30-29-1340 OTHER REMEDIES LIMITED.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1340. OTHER REMEDIES LIMITED. (a) The legality of a proposed or completed corporate action described in section 30-29-1302(a), Idaho Code, may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.

(b) Subsection (a) of this section does not apply to a corporate action that:

(1) Was not authorized and approved in accordance with the applicable provisions of:

(i) Part 9, 10, 11, or 12 of this chapter;

(ii) The articles of incorporation or bylaws; or

(iii) The resolution of the board of directors authorizing the corporate action;

(2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;

(3) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 30-29-862, Idaho Code, and has been approved by the shareholders in the same manner as is provided in section 30-29-863, Idaho Code, as if the interested transaction were a director's conflicting interest transaction; or

(4) Is approved by less than unanimous consent of the voting shareholders pursuant to section 30-29-704, Idaho Code, if:

(i) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and

(ii) The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

History:

[30-29-1340, added 2019, ch. 90, sec. 144, p. 319.]
Idaho Code § 30-25-402 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-402
30-25-402 FORM OF CONTRIBUTION.
Status: in_force

PART 4

RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

30-25-402. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.

History:

[30-25-402, added 2015, ch. 243, sec. 46, p. 880.]
Idaho Code § 30-27-108 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-108
30-27-108 LIABILITY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-108. liability. (a) A debt, obligation, or other liability of an unincorporated nonprofit association is solely the debt, obligation, or other liability of the association. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the association.

(b) A person's status as a member or manager does not prevent or restrict law other than this chapter from imposing liability on the person or the association because of the person's conduct.

(c) The failure of an unincorporated nonprofit association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the association for a debt, obligation, or other liability of the association.

History:

[30-27-108, added 2015, ch. 243, sec. 53, p. 899.]
Idaho Code § 30-30-508 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-508
30-30-508 ACTION BY MAILED WRITTEN BALLOT OR ABSENTEE BALLOT.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-508. Action by mailed written ballot or absentee ballot. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. The articles or bylaws may provide that the members may vote by mail or by absentee ballot on any corporate action that may be taken at any annual, regular or special meeting of members.

(2) A written ballot for action taken without a meeting shall:

(a) Set forth each proposed action; and

(b) Provide an opportunity to vote for or against each proposed action.

(3) Approval by written ballot alone pursuant to this section when a meeting is not held shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and when the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(4) All solicitations for votes by written ballot shall:

(a) Indicate the number of responses needed to meet the quorum requirements;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

(c) Specify the time by which a ballot must be received by the corporation in order to be counted.

(5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

History:

[30-30-508, added 2015, ch. 243, sec. 78, p. 981.]
Idaho Code § 30-21-211 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-211
30-21-211 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.
Status: in_force

PART 2

FILING

30-21-211. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew at the time the record was signed that the information was inaccurate.

History:

[30-21-211, added 2015, ch. 243, sec. 8, p. 766.]