Idaho Code § 30-29-302 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-302
30-29-302 GENERAL POWERS.
Status: in_force

PART 3

PURPOSES AND POWERS

30-29-302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power:

(a) To sue and be sued, complain and defend in its corporate name;

(b) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(c) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(d) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property wherever located;

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(g) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(h) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(i) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

(j) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(k) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(l) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

(m) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(n) To transact any lawful business that will aid governmental policy; and

(o) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

History:

[30-29-302, added 2015, ch. 243, sec. 58, p. 908; am. 2019, ch. 90, sec. 24, p. 242.]
Idaho Code § 30-1513 — Idaho Code / Title 30 / Chapter 15 / Section 30-1513
30-1513 ADMINISTRATION — RULES AND FORMS.
Status: in_force

30-1513. Administration — Rules and forms. (1) The administration of the provisions of this chapter shall be under the general supervision and control of the director. The director may from time to time make, amend and rescind such rules and forms as are necessary to carry out the provisions of this chapter. No rule or form may be made unless the director finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes of this chapter.

(2) Neither the director nor any employees of the director shall use any information which is filed with or obtained by the director which is not public information for personal gain or benefit, nor shall the director nor any employees of the director conduct any securities or commodity dealings whatsoever based upon any such information, even though public, if there has not been a sufficient period of time for the securities or commodity markets to assimilate such information.

(3) (a) Except as provided in paragraph (b) of this subsection, all information collected, assembled or maintained by the director is public information and is available for the examination of the public.

(b) The following items are not public information and are deemed to be confidential:

(i) Information or documents obtained by the director concerning any matter or party under investigation;

(ii) Information designated as confidential by any rule or order of the director;

(iii) Information obtained from federal agencies which may not be disclosed under federal law.

(c) The director in his discretion may disclose any information made confidential under paragraph (b)(i) of this subsection to persons identified in section 30-1514, Idaho Code.

(d) No provision of this chapter either creates or derogates any privilege which exists at common law, by statute or otherwise when any documentary or other evidence is sought under subpoena directed to the director or any employee of the director.

History:

[30-1513, added 1989, ch. 414, sec. 1, p. 1014.]
Idaho Code § 30-24-811 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-811
30-24-811 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-811. subjects covered outside chapter. The following subjects are covered outside this chapter:

(1) Administrative dissolution – sections 30-21-601 and 30-21-602, Idaho Code.

(2) Reinstatement – section 30-21-603, Idaho Code.

(3) Judicial review of denial of reinstatement – section 30-21-604, Idaho Code.

History:

[30-24-811, added 2015, ch. 243, sec. 40, p. 869.]
Idaho Code § 30-27-113 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-113
30-27-113 VENUE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-113. Venue. Unless otherwise provided by law other than this chapter, venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation.

History:

[30-27-113, added 2015, ch. 243, sec. 53, p. 900.]
Idaho Code § 30-29-922 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-922
30-29-922 ARTICLES OF DOMESTICATION — EFFECTIVENESS.
Status: in_force

PART 9

DOMESTICATION AND CONVERSION

30-29-922. ARTICLES OF DOMESTICATION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-505(b)(4), Idaho Code, a statement of domestication of a domesticating corporation shall include a statement that the plan of domestication was approved in accordance with this section.

History:

[30-29-922, added 2019, ch. 90, sec. 113, p. 292.]
Idaho Code § 30-29-1403 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1403
30-29-1403 ARTICLES OF DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1403. ARTICLES OF DISSOLUTION. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date that dissolution was authorized; and

(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.

(b) The articles of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code. A corporation is dissolved upon the effective date of its articles of dissolution.

(c) For purposes of sections 30-29-1401 through 30-29-1409, Idaho Code, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.

History:

[30-29-1403, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 147, p. 320.]
Idaho Code § 30-29-627 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-627
30-29-627 RESTRICTION ON TRANSFER OF SHARES.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-627. RESTRICTION ON TRANSFER OF SHARES. (a) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 30-29-626(b), Idaho Code. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(2) To preserve exemptions under federal or state securities law; or

(3) For any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may:

(1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(3) Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or

(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

History:

[30-29-627, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 38, p. 249.]
Idaho Code § 30-24-403 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-403
30-24-403 LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-403. LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.

(b) If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.

History:

[30-24-403, added 2015, ch. 243, sec. 36, p. 850.]
Idaho Code § 30-24-303 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-303
30-24-303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-303. NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. (a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.

(b) The failure of a limited partnership 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 limited partner for a debt, obligation, or other liability of the partnership.

History:

[30-24-303, added 2015, ch. 243, sec. 35, p. 847.]
Idaho Code § 30-29-857 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-857
30-29-857 INSURANCE.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-857. insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under sections 30-29-850 through 30-29-859, Idaho Code.

History:

[30-29-857, added 2015, ch. 243, sec. 63, p. 938; am. 2019, ch. 90, sec. 105, p. 285.]
Idaho Code § 30-21-508 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-508
30-21-508 WITHDRAWAL DEEMED ON CONVERSION OR DOMESTICATION TO DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-508. WITHDRAWAL DEEMED ON CONVERSION OR DOMESTICATION TO DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP. A registered foreign entity that converts or domesticates to any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effective date of the conversion or domestication.

History:

[30-21-508, added 2015, ch. 243, sec. 11, p. 778.]
Idaho Code § 30-29-620 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-620
30-29-620 SUBSCRIPTION FOR SHARES BEFORE INCORPORATION.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-620. SUBSCRIPTION FOR SHARES BEFORE INCORPORATION. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement, provided that such consideration meets the requirements of section 30-29-621(b), Idaho Code.

(d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty (20) days after the corporation delivers a written demand for payment to the subscriber.

(e) A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against the subscriber or the corporation, unless in writing and signed by the party to be bound.

History:

[30-29-620, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 31, p. 246.]
Idaho Code § 30-21-807 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-807
30-21-807 EFFECT OF FILING — DURATION — CONTINUATION.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-807. EFFECT OF FILING — DURATION — CONTINUATION. (a) A person may conduct business under an assumed business name if a certificate of assumed business name has been filed with the secretary of state and is in effect.

(b) A certificate of assumed business name is in effect upon filing until it is canceled pursuant to section 30-21-809, Idaho Code.

(c) A certificate of assumed business name does not create an entity separate from the person doing business under the assumed business name.

History:

[30-21-807, added 2015, ch. 243, sec. 14, p. 784.]
Idaho Code § 30-27-129 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-129
30-27-129 APPOINTMENT OF REGISTERED AGENT.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-129. APPOINTMENT OF REGISTERED AGENT. (a) An unincorporated nonprofit association may deliver to the secretary of state for filing a statement appointing an agent authorized to receive service of process.

(b) A statement appointing a registered agent must state:

(1) The name of the unincorporated nonprofit association; and

(2) The name and street and mailing addresses in this state of the registered agent.

(c) A statement appointing a registered agent must be signed by a person authorized to manage the affairs of the unincorporated nonprofit association. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the unincorporated nonprofit association and that the agent has consented to serve.

(d) An amendment to or cancellation of a statement appointing a registered agent must meet the requirements for signing an original statement. An agent may resign by delivering a resignation to the office of the secretary of state for filing and giving notice to the unincorporated nonprofit association at the address most recently supplied to the agent by the association.

(e) The secretary of state may collect a fee for filing a statement appointing a registered agent, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.

(f) A statement appointing a registered agent takes effect on filing by the secretary of state and is effective for five (5) years after the date of filing unless canceled or terminated earlier.

(g) A statement appointing a registered agent may not be rejected for filing because the name of the unincorporated nonprofit association signing the statement is not distinguishable on the records of the secretary of state from the name of another entity appearing in those records. The filing of such a statement does not make the name of the unincorporated nonprofit association signing the statement unavailable for use by another entity.

(h) The only duty of a registered agent under this chapter is to forward to the unincorporated nonprofit association at the address most recently supplied to the agent by the association any process, notice or demand pertaining to the association which is served or received by the agent.

History:

[30-27-129, added 2015, ch. 243, sec. 53, p. 900.]
Idaho Code § 30-24-108 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-108
30-24-108 REQUIRED INFORMATION.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-108. REQUIRED INFORMATION. A limited partnership shall maintain at its principal office the following information:

(a) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(b) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;

(c) A copy of any filed articles of merger, interest exchange, conversion, or domestication;

(d) A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;

(e) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(f) A copy of any financial statement of the partnership for the three (3) most recent years;

(g) A copy of the three (3) most recent annual reports delivered by the partnership to the secretary of state pursuant to section 30-21-213, Idaho Code;

(h) A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this act or the partnership agreement; and

(i) Unless contained in a partnership agreement made in a record, a record stating:

(1) A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;

(2) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(3) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(4) Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.

History:

[30-24-108, added 2015, ch. 243, sec. 33, p. 842.]
Idaho Code § 30-30-605 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-605
30-30-605 TERMS OF DIRECTORS GENERALLY.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-605. Terms of directors generally. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.

(2) A decrease in the number of directors or term of office does not shorten an incumbent director's term.

(3) Except as provided in the articles or bylaws:

(a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(b) The term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.

(4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of directors.

History:

[30-30-605, added 2015, ch. 243, sec. 79, p. 985.]
Idaho Code § 30-1703 — Idaho Code / Title 30 / Chapter 17 / Section 30-1703
30-1703 EXCLUSIONS FROM CHAPTER.
Status: in_force

30-1703. Exclusions from chapter. The provisions of this chapter shall not apply to an interested shareholder if:

(1) The interested shareholder was an interested shareholder on, or became an interested shareholder pursuant to a tender offer commenced prior to, the day following the effective date of this act, and remained such;

(2) The original articles or bylaws of the issuing public corporation contain a provision expressly electing not to be subject to the provisions of this chapter;

(3) The issuing public corporation, by action of its board of directors, adopts an amendment to its bylaws expressly electing not to be subject to the provisions of this chapter; or

(4) The issuing public corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws approved by the shareholders holding sixty-six and two-thirds per cent (66 2/3%) of the outstanding voting power of all shares entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, under which the issuing public corporation by such shareholder action expressly elects not to be subject to this chapter, and such amendment provides that it is not to be effective until eighteen (18) months after the effective date of this chapter.

(5) The provisions of this chapter do not apply to any business combination of an issuing public corporation with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:

(a) As soon as practicable, divests itself of a sufficient amount of the shares entitled to vote of the issuing public corporation so that it no longer is the beneficial owner, directly or indirectly, of ten per cent (10%) or more of the outstanding shares entitled to vote of the issuing public corporation; and

(b) Would not at any time within the three (3) year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.

(6) This chapter does not apply to insurance companies regulated under title 41, Idaho Code.

History:

[30-1703, added 1988, ch. 84, sec. 3, p. 163.]
Idaho Code § 30-21-708 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-708
30-21-708 EFFECTIVE DATE.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-708. EFFECTIVE DATE. This act takes effect July 1, 2015, except as otherwise provided.

History:

[30-21-708, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-24-906 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-906
30-24-906 PROCEEDS AND EXPENSES.
Status: in_force

PART 9

ACTIONS BY PARTNERS

30-24-906. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section:

(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and

(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.

(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court's approval.

History:

[30-24-906, added 2015, ch. 243, sec. 41, p. 870.]
Idaho Code § 30-29-1430 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1430
30-29-1430 GROUNDS FOR JUDICIAL DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1430. GROUNDS FOR JUDICIAL DISSOLUTION. (a) The Idaho district court designated in section 30-29-1431(a), Idaho Code, may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(i) The corporation obtained its articles of incorporation through fraud; or

(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(iii) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates to elect successors to directors whose terms have expired; or

(iv) The corporate assets are being misapplied or wasted;

(3) In a proceeding by a creditor if it is established that:

(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or

(5) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

(b) The provisions of subsection (a)(2) of this section shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has a class or series of shares that is:

(1) A covered security under section 18(b)(1)(A) or (B) of the securities act of 1933; or

(2) Not a covered security, but is held by at least three hundred (300) shareholders and the shares outstanding have a market value of at least twenty million dollars ($20,000,000), exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors, and beneficial shareholders and voting trust beneficial owners owning more than ten percent (10%) of such shares.

(c) As used in subsection (a) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; and in subsection (b) of this section, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

History:

[30-29-1430, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 154, p. 324.]
Idaho Code § 30-23-307 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-307
30-23-307 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-307. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) A partnership may sue and be sued in the name of the partnership.

(b) To the extent not inconsistent with section 30-23-306, Idaho Code, a partner may be joined in an action against the partnership or named in a separate action.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 30-23-306, Idaho Code, and:

(1) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The partnership is a debtor in bankruptcy;

(3) The partner has agreed that the creditor need not exhaust partnership assets;

(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 30-23-308, Idaho Code.

History:

[30-23-307, added 2015, ch. 243, sec. 25, p. 817.]
Idaho Code § 30-27-102 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-102
30-27-102 DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-102. definitions. (a) In this chapter:

(1) "Established practices" means the practices used by an unincorporated nonprofit association without material change during the most recent five (5) years of its existence, or if it has existed for less than five (5) years, during its entire existence.

(2) "Governing principles" means the agreements, whether oral, in a record, or implied from its established practices, or in any combination thereof, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term includes any amendment or restatement of the agreements constituting the governing principles.

(3) "Manager" means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association.

(4) "Member" means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.

(5) "Unincorporated nonprofit association" means an unincorporated organization consisting of two (2) or more members joined under an agreement that is oral, in a record, or implied from conduct for one (1) or more common, nonprofit purposes. The term does not include:

(A) A trust;

(B) A marriage, domestic partnership, common-law domestic relationship, civil union, or other domestic living arrangement;

(C) An organization formed under any other statute that governs the organization and operation of unincorporated associations;

(D) A joint tenancy, tenancy in common, or tenancy by the entireties even if the co-owners share use of the property for a nonprofit purpose; or

(E) A relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.

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

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

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

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

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

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

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

History:

[30-27-102, added 2015, ch. 243, sec. 53, p. 897.]
Idaho Code § 30-802 — Idaho Code / Title 30 / Chapter 8 / Section 30-802
30-802 RIGHT OF WAY GRANTED.
Status: in_force

30-802. Right of way granted. Any corporation created under the provisions of this title for the purposes named in this chapter, subject to the reasonable rules and directions of the city or town authorities as to the mode or manner of using such right of way within the city or town, and subject to the reasonable rules and directions of the board of county commissioners as to the mode and manner of using any right of way outside the corporate limits of such city or town, may use so much of the streets, alleys and ways in any city or town, or the public roads and highways within the county, as may be necessary for the laying of pipes for conducting water to its consumers, or the building and maintaining of ditches, canals, pipes, flumes and aqueducts in conducting water from outside points to the corporate limits of said city or town.

History:

[(30-802) R.S., sec. 2712; am. 1905, p. 192, sec. 2; reen. R.C. & C.L., sec. 2840; C.S., sec. 4843; I.C.A., sec. 29-802.]
Idaho Code § 30-21-501 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-501
30-21-501 GOVERNING LAW.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-501. GOVERNING LAW. (a) The law of the jurisdiction of formation of an entity governs:

(1) The internal affairs of the entity;

(2) The liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;

(3) The liability of a series of a limited liability company, a statutory trust, or any other unincorporated entity.

(b) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity's jurisdiction of formation and the law of this state.

(c) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activities or affairs or exercise any power that the domestic entity of the type to which it most closely corresponds may not engage in or exercise in this state.

(d) A foreign professional entity rendering services in this state shall be subject to the laws of this state and the code of ethics or professional responsibility that are applicable to the profession in which such professional entity is rendering services in this state.

History:

[30-21-501, added 2015, ch. 243, sec. 11, p. 776.]
Idaho Code § 30-2006 — Idaho Code / Title 30 / Chapter 20 / Section 30-2006
30-2006 CORPORATE PURPOSES.
Status: in_force

30-2006. corporate purposes. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 30-29-301, Idaho Code.

(2) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 30-29-301, Idaho Code, and subsection (1) of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (1) of this subsection.

(3) The creation of general public benefit and specific public benefits under subsections (1) and (2) of this section is in the best interests of the benefit corporation.

(4) A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.

(5) A professional corporation that is a benefit corporation does not violate section 30-29-1303(b), Idaho Code, by having the purpose to create general public benefit or a specific public benefit.

History:

[30-2006, added 2015, ch. 217, sec. 1, p. 676; am. 2016, ch. 47, sec. 9, p. 107; am. 2019, ch. 90, sec. 172, p. 334.]
Idaho Code § 30-29-624 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-624
30-29-624 SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-624. SHARE rights, OPTIONS, warrants, and awards. (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:

(1) The terms and conditions upon which the rights, options, or warrants are issued; and

(2) The terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.

(b) The terms and conditions of such rights, options, or warrants may include restrictions or conditions that:

(1) Preclude or limit the exercise, transfer or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or

(2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.

(c) The board of directors may authorize one (1) or more officers to:

(1) Designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and

(2) Determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms of such rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards.

History:

[30-29-624, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 35, p. 248.]
Idaho Code § 30-14-503 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-503
30-14-503 EVIDENTIARY BURDEN.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-503. Evidentiary burden. (a) Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption or exclusion has the burden to prove the applicability of the claim.

(b) Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption or exclusion has the burden of going forward with evidence of the claim.

History:

[30-14-503, added 2004, ch. 45, sec. 2, p. 209.]
Idaho Code § 30-23-201 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-201
30-23-201 PARTNERSHIP AS ENTITY.
Status: in_force

PART 2

NATURE OF PARTNERSHIP

30-23-201. PARTNERSHIP AS ENTITY. (a) A partnership is an entity distinct from its partners.

(b) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under section 30-23-901, Idaho Code.

History:

[30-23-201, added 2015, ch. 243, sec. 24, p. 812.]
Idaho Code § 30-29-630 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-630
30-29-630 SHAREHOLDERS' PREEMPTIVE RIGHTS.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-630. SHAREHOLDERS' PREEMPTIVE RIGHTS. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.

(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar effect, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3) There is no preemptive right with respect to:

(i) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;

(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;

(iii) Shares authorized in the articles of incorporation that are issued within six (6) months from the effective date of incorporation; or

(iv) Shares sold otherwise than for cash.

(4) Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.

(5) Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights.

(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.

(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.

History:

[30-29-630, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 40, p. 250.]
Idaho Code § 30-23-901 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-901
30-23-901 STATEMENT OF QUALIFICATION.
Status: in_force

PART 9

LIMITED LIABILITY PARTNERSHIP

30-23-901. STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section.

(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the affirmative vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the affirmative vote or consent necessary to amend those provisions.

(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by delivering to the secretary of state for filing a statement of qualification. The statement must contain:

(1) The name of the partnership;

(2) The street and mailing addresses of the partnership's principal office and, if different, the street address of an office in this state, if any;

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

(4) A statement that the partnership elects to become a limited liability partnership; and

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

(d) A partnership's status as a limited liability partnership remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (f) of this section or administratively revoked pursuant to section 30-23-903, Idaho Code.

(e) The status of a partnership as a limited liability partnership and the protection against liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

(f) A limited liability partnership may amend or cancel its statement of qualification by delivering to the secretary of state for filing a statement of amendment or cancellation. The statement must be approved by the affirmative vote or consent of all the partners and state the name of the limited liability partnership and in the case of:

(1) An amendment, state the text of the amendment; and

(2) A cancellation, state that the statement of qualification is canceled.

History:

[30-23-901, added 2015, ch. 243, sec. 31, p. 835; am. 2020, ch. 82, sec. 29, p. 200.]
Idaho Code § 30-29-1331 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1331
30-29-1331 COURT COSTS AND EXPENSES.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1331. COURT COSTS AND expenses. (a) The court in an appraisal proceeding commenced under section 30-29-1330, Idaho Code, shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(b) The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable:

(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 30-29-1320, 30-29-1322, 30-29-1324 or 30-29-1325, Idaho Code; or

(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.

(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.

(d) To the extent the corporation fails to make a required payment pursuant to section 30-29-1324, 30-29-1325 or 30-29-1326, Idaho Code, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.

History:

[30-29-1331, added 2015, ch. 243, sec. 68, p. 956; am. 2019, ch. 90, sec. 143, p. 318.]
Idaho Code § 30-29-148 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-148
30-29-148 ACTION ON RATIFICATION.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-148. action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under section 30-29-147(a), Idaho Code, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.

(b) If the ratification of the defective corporate action requires approval by the shareholders under section 30-29-147(c), Idaho Code, and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider ratification of a defective corporate action and must be accompanied by either a copy of the action taken by the board of directors in accordance with section 30-29-147(a), Idaho Code, or the information required by paragraphs (1) through (4) of subsection (a) of section 30-29-147, Idaho Code, and a statement that any claim that the ratification of such 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) Except as provided in subsection (d) of this section with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by section 30-29-147(c), Idaho Code, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.

(d) The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.

(e) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under section 30-29-147(c), Idaho Code, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative shares would result in an overissue, in addition to the approval required by section 30-29-147, Idaho Code, approval of an amendment to the articles of incorporation under part 10 of this chapter to increase the number of shares of an authorized class or series, or to authorize the creation of a class or series of shares so there would be no overissue, shall also be required.

History:

[30-29-148, added 2019, ch. 90, sec. 11, p. 235.]
Idaho Code § 30-202 — Idaho Code / Title 30 / Chapter 2 / Section 30-202
30-202 PURCHASER TO CONDUCT BUSINESS.
Status: in_force

30-202. Purchaser to conduct business. The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such person, firm, association, company or corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same as hereinafter provided.

History:

[(30-202) R.S., sec. 2643; reen. R.C. & C.L., sec. 2779; C.S., sec. 4762; I.C.A., sec. 29-202; am. 1941, ch. 102, sec. 2, p. 183.]
Idaho Code § 30-29-856 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-856
30-29-856 INDEMNIFICATION OF OFFICERS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-856. indemnification of officers. (a) A corporation may indemnify and advance expenses under sections 30-29-850 through 30-29-859, Idaho Code, to an officer who is a party to a proceeding because he or she is an officer:

(1) To the same extent as a director; and

(2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors, or shareholders except for:

(i) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or

(ii) Liability arising out of conduct that constitutes:

(A) Receipt by the officer of a financial benefit to which he or she is not entitled;

(B) An intentional infliction of harm on the corporation or the shareholders; or

(C) An intentional violation of criminal law.

(b) The provisions of subsection (a)(2) of this section shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer.

(c) An officer who is not a director is entitled to mandatory indemnification under section 30-29-852, Idaho Code, and may apply to a court under section 30-29-854, Idaho Code, for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.

History:

[30-29-856, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 104, p. 284.]
Idaho Code § 30-29-852 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-852
30-29-852 MANDATORY INDEMNIFICATION.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-852. mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.

History:

[30-29-852, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 100, p. 282.]
Idaho Code § 30-29-704 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-704
30-29-704 ACTION WITHOUT MEETING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-704. ACTION WITHOUT MEETING. (a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for filing by the corporation with the minutes or corporate records.

(b) The articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted; provided, however, that if a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to section 30-29-728, Idaho Code, directors may not be elected by less than unanimous written consent. A written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for filing by the corporation with the minutes or corporate records.

(c) If not otherwise fixed under section 30-29-707, Idaho Code, and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 30-29-707, Idaho Code, and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the corporation.

(d) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action have been delivered to the corporation.

(e) If this chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation or such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

(f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation or such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

(g) The notice requirements in subsections (e) and (f) of this section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period.

History:

[30-29-704, added 2015, ch. 243, sec. 62, p. 918; am. 2019, ch. 90, sec. 46, p. 253.]
Idaho Code § 30-905 — Idaho Code / Title 30 / Chapter 9 / Section 30-905
30-905 EXEMPT PERSONS AND TRANSACTIONS.
Status: in_force

30-905. Exempt persons and transactions. The requirements of this chapter do not apply to:

(1) Any person licensed to practice law in this state while engaged in the performance of his professional duties, except an attorney or law firm actively engaging in a separate business as an escrow agency;

(2) Any person licensed or chartered under the laws of any state or of the United States as a bank, savings and loan association, credit union or industrial loan company as well as wholly-owned subsidiaries and affiliates of such organizations;

(3) Title insurance companies having a valid certificate of authority, and title insurance agents having a valid license as a title insurance agent, issued by the Idaho department of insurance;

(4) Any real estate company, broker or salesperson licensed by and subject to the jurisdiction of the Idaho real estate commission, while performing acts in the course of or incidental to sales or purchases of real or personal property handled or negotiated by such real estate company, broker or salesperson;

(5) Any receiver, trustee in bankruptcy, executor, administrator, guardian or other person acting under the supervision or order of any court of this state or of any federal court;

(6) A person licensed in this state as a certified public accountant while engaged in the performance of his professional duties who is not actively engaged in a separate business as an escrow agency;

(7) Any state or federally chartered nondepository financial institution;

(8) Regulated lenders subject to the requirements of the Idaho credit code, chapters 41 through 46, title 28, Idaho Code, to the extent not engaged in a separate business as an escrow agency;

(9) Agencies of the United States and agencies of this state and their political subdivisions;

(10) Mortgage brokers and mortgage lenders subject to the requirements of the Idaho residential mortgage practices act, chapter 31, title 26, Idaho Code, to the extent not engaged in a separate business as an escrow agency; or

(11) A mortgage company to the extent that such mortgage company is regularly engaged in the business of a mortgage company as defined in the mortgage company act, chapter 28, title 26, Idaho Code.

History:

[30-905, added 2005, ch. 236, sec. 2, p. 718.]
Idaho Code § 30-23-803 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-803
30-23-803 RESCINDING DISSOLUTION.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-803. RESCINDING DISSOLUTION. (a) A partnership may rescind its dissolution, unless a statement of termination applicable to the partnership is effective or the district court has entered an order under section 30-23-801(4) or (5), Idaho Code, dissolving the partnership.

(b) Rescinding dissolution under this section requires:

(1) The affirmative vote or consent of each partner;

(2) If the partnership has delivered to the secretary of state for filing a statement of dissolution and:

(A) The statement of dissolution has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the statement of dissolution; or

(B) If a statement of dissolution applicable to the partnership is effective, the delivery to the secretary of state for filing of a statement of recession stating the name of the partnership and that dissolution has been rescinded under this section.

(c) If a partnership rescinds its dissolution:

(1) The partnership resumes carrying on its business as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

History:

[30-23-803, added 2015, ch. 243, sec. 30, p. 831; am. 2020, ch. 82, sec. 28, p. 200.]
Idaho Code § 30-22-503 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-503
30-22-503 APPROVAL OF DOMESTICATION.
Status: in_force

PART 5

DOMESTICATION

30-22-503. APPROVAL OF DOMESTICATION. (a) A plan of domestication is not effective unless it has been approved:

(1) By a domestic domesticating entity:

(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;

(B) If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) In the case of an entity that is not a business corporation or limited cooperative association, a merger, as if the domestication were a merger;

(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or

(iii) In the case of a limited cooperative association, a transaction under this chapter;

(C) By all of the interest holders of the entity entitled to vote on or consent to any matter if:

(i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a merger; or

(ii) In the case of a limited cooperative association, neither its organic law nor organic rules provide for approval of a domestication or a transaction under this chapter; and

(2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:

(A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and

(B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.

History:

[30-22-503, added 2015, ch. 243, sec. 21, p. 802.]
Idaho Code § 30-912 — Idaho Code / Title 30 / Chapter 9 / Section 30-912
30-912 TRANSFERABILITY.
Status: in_force

30-912. Transferability. A license issued under this chapter is not transferable or assignable, and control of a license shall not be acquired through stock purchase or other device without the prior written consent of the director.

History:

[30-912, added 2005, ch. 236, sec. 2, p. 722.]
Idaho Code § 30-918 — Idaho Code / Title 30 / Chapter 9 / Section 30-918
30-918 POWERS AND DUTIES OF THE DIRECTOR.
Status: in_force

30-918. Powers and duties of the director. (1) In addition to any other powers and duties of the director authorized by law, the director may issue orders and promulgate rules that, in the opinion of the director, are necessary to execute, enforce and effectuate the purposes of this chapter.

(2) The director shall also:

(a) Administer and enforce the provisions and requirements of this chapter; and

(b) Require that all funds collected by the department under this chapter be deposited into the finance administrative account pursuant to section 67-2702, Idaho Code.

History:

[30-918, added 2005, ch. 236, sec. 2, p. 724.]
Idaho Code § 30-2013 — Idaho Code / Title 30 / Chapter 20 / Section 30-2013
30-2013 AVAILABILITY OF ANNUAL BENEFIT REPORT.
Status: in_force

30-2013. availability of annual benefit report. (1) A benefit corporation shall send its annual benefit report to each shareholder either one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, or at the same time that the benefit corporation delivers any other annual report to its shareholders, whichever is earlier.

(2) A benefit corporation shall post all of its benefit reports on the public portion of its website, if any; but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.

(3) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person who requests a copy, provided however, that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.

History:

[30-2013, added 2015, ch. 217, sec. 1, p. 679; am. 2016, ch. 157, sec. 1, p. 428.]
Idaho Code § 30-931 — Idaho Code / Title 30 / Chapter 9 / Section 30-931
30-931 NO IMPAIRMENT OF OTHER REMEDIES.
Status: in_force

30-931. No impairment of other remedies. Nothing in this chapter shall be construed so as to impair or affect any statutory or common law right of any person to bring an action in any court having jurisdiction for any act involved in the transaction of an escrow business or the right of the state of Idaho to sanction any person for any violation of any provision of this chapter.

History:

[30-931, added 2005, ch. 236, sec. 2, p. 726.]
Idaho Code § 30-14-202A — Idaho Code / Title 30 / Chapter 14 / Section 30-14-202A
30-14-202A FAIRNESS HEARING.
Status: in_force

PART 2.

EXEMPTIONS FROM REGISTRATION OF SECURITIES

30-14-202A. Fairness hearing. (a) The administrator is expressly authorized to hold a hearing and consider the fairness of the terms and conditions of a transaction described in section 30-14-202(9), Idaho Code. This section 30-14-202A, Idaho Code, is intended to provide for a fairness hearing before the administrator with respect to transactions which, if approved by the administrator, will be exempt from the registration requirements of the federal securities laws under section 3(a)(10) of the securities act of 1933, or any section comparable thereto which may subsequently be enacted.

(b) An application for approval shall describe the proposed transaction and shall be in such form, contain such information and be accompanied by such documents as the administrator shall reasonably require by rule or otherwise. The applicant shall pay to the administrator a filing fee of three hundred dollars ($300) and shall file with the administrator an undertaking to defray the costs of a hearing officer and a stenographer for the hearing.

(c) An application for approval shall be set for hearing within thirty (30) days after the filing of an application. The applicant shall give notice of the hearing to all persons to whom securities are to be issued in the proposed transaction, and all such persons shall have the right to appear at the hearing.

(d) Within ten (10) days after the hearing, the administrator shall issue an order either granting or denying approval of the terms of conditions of the proposed plan. The order shall grant approval if the proposed transaction is fair, equitable and free from fraud. The order shall deny approval if the proposed transaction is unfair, inequitable or not free from fraud.

History:

[30-14-202A, added 2004, ch. 45, sec. 2, p. 184.]
Idaho Code § 30-24-103 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-103
30-24-103 KNOWLEDGE — NOTICE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person:

(1) Has actual knowledge of it; or

(2) Is deemed to know it under law other than this chapter.

(b) A person has notice of a fact if the person:

(1) Has reason to know the fact from all the facts known to the person at the time in question; or

(2) Is deemed to have notice of the fact under subsection (c) or (d) of this section.

(c) A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d) of this section, the certificate is not notice of any other fact.

(d) A person not a partner is deemed to have notice of:

(1) Another person's dissociation as a general partner ninety (90) days after an amendment to the certificate of limited partnership that states that the other person has dissociated becomes effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;

(2) A limited partnership's:

(A) Dissolution ninety (90) days after an amendment to the certificate of limited partnership stating that the limited partnership is dissolved becomes effective;

(B) Termination ninety (90) days after a statement of termination under section 30-24-802(b)(2)(F), Idaho Code, becomes effective; and

(C) Participation in a merger, interest exchange, conversion, or domestication ninety (90) days after articles of merger, interest exchange, conversion, or domestication under chapter 22, title 30, Idaho Code, become effective.

(e) Subject to section 30-21-212, Idaho Code, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(f) A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.

History:

[30-24-103, added 2015, ch. 243, sec. 33, p. 839.]
Idaho Code § 30-1504 — Idaho Code / Title 30 / Chapter 15 / Section 30-1504
30-1504 EXEMPT TRANSACTIONS.
Status: in_force

30-1504. Exempt transactions. (1) The prohibitions in section 30-1502, Idaho Code, shall not apply to the following:

(a) An account, agreement or transaction within the exclusive jurisdiction of the commodity futures trading commission as granted under the commodity exchange act;

(b) A commodity contract for the purchase of one or more precious metals which requires, and under which the purchaser receives, within seven (7) calendar days from the payment in good funds of any portion of the purchase price, physical delivery of the quantity of the precious metals purchased by such payment, provided that, for purposes of this paragraph, physical delivery shall be deemed to have occurred if, within such seven (7) day period, such quantity of precious metals purchased by such payment is delivered whether in specifically segregated or fungible bulk form into the possession of a depository, other than the seller, which is either:

(i) A financial institution,

(ii) A depository the warehouse receipts of which are recognized for delivery purposes for any commodity on a contract market designated by the commodity futures trading commission,

(iii) A storage facility licensed or regulated by the United States or any agency thereof, or

(iv) A depository designated by the director, and such depository or other person which itself qualifies as a depository as aforesaid, issues and the purchaser receives, a certificate, document of title, confirmation or other instrument evidencing that such quantity of precious metals has been delivered to the depository and is being and will continue to be held by the depository on the purchaser's behalf, free and clear of all liens and encumbrances, other than liens of the purchaser, tax liens, liens agreed to by the purchaser, or liens of the depository for fees and expenses, which have previously been disclosed to the purchaser;

(c) A commodity contract solely between persons engaged in producing, processing, using commercially or handling as merchants, each commodity subject thereto, or any by-product; or

(d) A commodity contract under which the offeree or the purchaser is a person referred to in section 30-1503, Idaho Code, an insurance company, or an investment company as defined in the investment company act of 1940.

(2) The director may issue rules, regulations or orders prescribing the terms and conditions of all transactions and contracts covered by the provisions of this chapter which are not within the exclusive jurisdiction of the commodity futures trading commission as granted by the commodity exchange act, exempting any person or transaction from any provision of this chapter conditionally or unconditionally and otherwise implementing the provisions of this chapter for the protection of purchasers and sellers of commodities.

History:

[30-1504, added 1989, ch. 414, sec. 1, p. 1009.]
Idaho Code § 30-25-107 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-107
30-25-107 OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-107. OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 30-25-503(b)(2), Idaho Code, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:

(1) Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and

(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.

(c) If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-25-105(c) or (d)(3), Idaho Code, if contained in the operating agreement, the provision is ineffective in the record.

(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement:

(1) The agreement prevails as to members, persons dissociated as members, transferees, and managers; and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.

History:

[30-25-107, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 30-30-301 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-301
30-30-301 PURPOSES.
Status: in_force

PART 3

PURPOSES AND POWERS

30-30-301. PURPOSES. (1) One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

(2) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this act only if incorporation under this act is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.

History:

[30-30-301, added 2015, ch. 243, sec. 76, p. 974.]
Idaho Code § 30-30-401 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-401
30-30-401 ADMISSION OF MEMBERS.
Status: in_force

PART 4

MEMBERSHIP

30-30-401. Admission of members. (1) The articles or bylaws may establish criteria or procedures for admission of members.

(2) No person shall be admitted as a member without his or her consent.

(3) No person who is not an incorporator shall become a member of a cooperative corporation unless such person shall agree to use services furnished by the corporation when such service shall be available through its facilities.

History:

[30-30-401, added 2015, ch. 243, sec. 77, p. 975.]
Idaho Code § 30-914 — Idaho Code / Title 30 / Chapter 9 / Section 30-914
30-914 ACCOUNTS TO BE MAINTAINED — RECORDS OPEN TO INSPECTION — RETENTION OF RECORDS — TRUST ACCOUNT — INTEREST ON ESCROW ACCOUNTS.
Status: in_force

30-914. Accounts to be maintained — Records open to inspection — Retention of records — Trust account — Interest on escrow accounts. (1) Each licensee shall maintain sufficient books, accounts and records readily accessible to the department for the department to determine at any time the licensee's financial condition, what duties and responsibilities the licensee has undertaken to perform and whether it is properly performing all such duties, and any other information considered necessary by the director to determine whether the licensee is operating in a safe, competent and lawful manner. The books, records and accounts shall be maintained in accordance with generally accepted accounting principles and sound business practice.

(2) For each individual escrow account, the licensee shall maintain the escrow agreement and all amendments, all instructions affecting the agreement, all related correspondence, and an individual ledger reflecting all activity pertinent to that account.

(3) Each licensee shall continuously maintain the following general accounts:

(a) A general ledger reflecting assets, liabilities, income, expenses and equity accounts;

(b) An escrow liability control ledger for all escrow accounts;

(c) A cash receipts and disbursements journal; and

(d) Copies of all receipts and disbursements used as a medium of posting to individual escrow accounts.

(4) (a) Every licensee shall keep a separate escrow trust fund account established at a financial institution approved by the director, in which shall be kept separate, distinct and apart and segregated from the licensee's own funds, all funds or moneys of clients which are being held in trust by the licensee pending the closing of an escrow transaction or the full performance of the escrow agreement. All trust funds shall be deposited not later than the first banking day following receipt thereof. Such funds, when deposited, shall be designated as "escrow accounts" or given some other appropriate designation indicating that the funds are not the funds of the licensee.

(b) Every licensee shall maintain all other assets or property received pursuant to an escrow in accordance with a written escrow agreement in a manner which will reasonably preserve and protect the property from loss, theft or damage, and which will otherwise comply with all duties and responsibilities of a fiduciary or bailee generally.

(5) The records referenced in this section shall be reconciled at least monthly.

(6) All records referenced in this section shall be maintained by the licensee for seven (7) years following the close of each account.

(7) Any interest received on funds deposited with an escrow agency in connection with an escrow must be paid over to the depositing party to the escrow and may not be transferred to an account of the escrow agency. This section shall not limit the right of the escrow agency to contract with the depositing party with respect to the interest received on the deposits by independent agreement.

History:

[30-914, added 2005, ch. 236, sec. 2, p. 722; am. 2008, ch. 311, sec. 2, p. 859.]
Idaho Code § 30-24-804 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-804
30-24-804 POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-804. POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A limited partnership is bound by a general partner's act after dissolution which:

(1) Is appropriate for winding up the partnership's activities and affairs; or

(2) Would have bound the partnership under section 30-24-402, Idaho Code, before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:

(1) 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 general partner; and

(2) The act:

(A) Is appropriate for winding up the partnership's activities and affairs; or

(B) Would have bound the partnership under section 30-24-402, Idaho Code, before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

History:

[30-24-804, added 2015, ch. 243, sec. 40, p. 865.]
Idaho Code § 30-27-114 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-114
30-27-114 MEMBER NOT AGENT.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-114. MEMBER NOT AGENT. A member is not an agent of the association solely by reason of being a member.

History:

[30-27-114, added 2015, ch. 243, sec. 53, p. 900.]
Idaho Code § 30-29-830 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-830
30-29-830 STANDARDS OF CONDUCT FOR DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-830. STANDARDS of conduct FOR DIRECTORS. (a) Each member of the board of directors, when discharging the duties of a director, shall act:

(1) In good faith; and

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

(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(c) In discharging board or board committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required 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.

(d) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or (3) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one (1) or more of the board's functions that are delegable under applicable law.

(e) In discharging board or board committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by any of the persons specified in subsection (f) of this section.

(f) A director is entitled to rely, in accordance with subsection (d) or (e) of this section, on:

(1) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:

(i) Within the particular person's professional or expert competence; or

(ii) As to which the particular person merits confidence; or

(3) A board committee of which the director is not a member if the director reasonably believes the committee merits confidence.

History:

[30-29-830, added 2015, ch. 243, sec. 63, p. 931; am. 2019, ch. 90, sec. 90, p. 276.]
Idaho Code § 30-29-1408 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1408
30-29-1408 COURT PROCEEDINGS.
Status: in_force

PART 14

DISSOLUTION

30-29-1408. court proceedings. (a) A dissolved corporation that has published a notice under section 30-29-1407, Idaho Code, may file an application with the district court of the county where the dissolved corporation's principal office is located, or, if none in this state, Ada county, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 30-29-1407(c), Idaho Code.

(b) Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.

(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.

(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.

History:

[30-29-1408, added 2015, ch. 243, sec. 69, p. 959; am. 2019, ch. 90, sec. 152, p. 323.]
Idaho Code § 30-23-810 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-810
30-23-810 LIABILITY OF PARTNER AND PERSON DISSOCIATED AS PARTNER WHEN CLAIM AGAINST PARTNERSHIP BARRED.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-810. LIABILITY OF PARTNER AND PERSON DISSOCIATED AS PARTNER WHEN CLAIM AGAINST PARTNERSHIP BARRED. If a claim against a dissolved partnership is barred under section 30-23-807, 30-23-808 or 30-23-809, Idaho Code, any corresponding claim under section 30-23-306, 30-23-703 or 30-23-805, Idaho Code, is also barred.

History:

[30-23-810, added 2015, ch. 243, sec. 30, p. 835.]
Idaho Code § 30-23-204 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-204
30-23-204 WHEN PROPERTY IS PARTNERSHIP PROPERTY.
Status: in_force

PART 2

NATURE OF PARTNERSHIP

30-23-204. WHEN PROPERTY IS PARTNERSHIP PROPERTY. (a) Property is partnership property if acquired in the name of:

(1) The partnership; or

(2) One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(1) The partnership in its name; or

(2) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.

History:

[30-23-204, added 2015, ch. 243, sec. 24, p. 813.]
Idaho Code § 30-23-503 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-503
30-23-503 TRANSFER OF TRANSFERABLE INTEREST.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-23-503. 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 partnership business; and

(3) Subject to section 30-23-505, Idaho Code, does not entitle the transferee to:

(A) Participate in the management or conduct of the partnership's business; or

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

(b) A transferee has the right to:

(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; and

(2) Seek under section 30-23-801(5), Idaho Code, a judicial determination that it is equitable to wind up the partnership business.

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

(d) A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.

(e) 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.

(f) Except as otherwise provided in section 30-23-601(4)(B), Idaho Code, if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all the duties and obligations of a partner.

(g) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the partner's obligations under sections 30-23-404 and 30-23-407, Idaho Code, known to the transferee when the transferee becomes a partner.

History:

[30-23-503, added 2015, ch. 243, sec. 27, p. 823.]
Idaho Code § 30-29-207 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-207
30-29-207 EMERGENCY BYLAWS.
Status: in_force

PART 2

INCORPORATION

30-29-207. emergency bylaws. (a) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a director, officer, employee or agent of the corporation.

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

History:

[30-29-207, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 21, p. 241.]
Idaho Code § 30-21-207 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-207
30-21-207 EVIDENTIARY EFFECT OF COPY OF FILED RECORD.
Status: in_force

PART 2

FILING

30-21-207. EVIDENTIARY EFFECT OF COPY OF FILED RECORD. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.

History:

[30-21-207, added 2015, ch. 243, sec. 8, p. 765.]
Idaho Code § 30-25-502 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-502
30-25-502 TRANSFER OF TRANSFERABLE INTEREST.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-25-502. TRANSFER OF TRANSFERABLE INTEREST. (a) Subject to section 30-25-503(f), Idaho Code, 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 member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs; and

(3) Subject to section 30-25-504, Idaho Code, does not entitle the transferee to:

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

(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company'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 liability company, a transferee is entitled to an account of the company'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 liability company 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 liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating 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 section 30-25-602(5)(B), Idaho Code, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections 30-25-403 and 30-25-406, Idaho Code, known to the transferee when the transferee becomes a member.

History:

[30-25-502, added 2015, ch. 243, sec. 47, p. 887.]
Idaho Code § 30-24-407 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-407
30-24-407 RIGHTS TO INFORMATION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-407. RIGHTS TO INFORMATION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER. (a) A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for seeking the information.

(b) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner's rights and duties under the partnership agreement or this act.

(c) A limited partnership shall furnish to each general partner:

(1) Without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances that the partnership knows and is material to the proper exercise of the general partner's rights and duties under the partnership agreement or this act, except to the extent the partnership can establish that it reasonably believes the general partner already knows the information; and

(2) On demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(d) The duty to furnish information under subsection (c) of this section also applies to each general partner to the extent the general partner knows any of the information described in subsection (b) of this section.

(e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) of this section at the locations specified in those subsections if:

(1) The information or record pertains to the period during which the person was a general partner;

(2) The person seeks the information or record in good faith; and

(3) The person satisfies the requirements imposed on a limited partner by section 30-24-304(b), Idaho Code.

(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this section in the manner provided in section 30-24-304(c), Idaho Code.

(g) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) of this section applies both to the agent or legal representative and to the general partner or person dissociated as a general partner.

(i) The rights under this section do not extend to a person as transferee, but if:

(1) A general partner dies, section 30-24-704, Idaho Code, applies; and

(2) An individual dissociates as a general partner under section 30-24-603(6)(B) or (C), Idaho Code, the legal representative of the individual may exercise the rights under subsection (d) of this section of a person dissociated as a general partner.

(j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.

History:

[30-24-407, added 2015, ch. 243, sec. 36, p. 852.]
Idaho Code § 30-21-410 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-410
30-21-410 RESIGNATION OF REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-410. RESIGNATION OF REGISTERED AGENT. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states:

(1) The name of the entity;

(2) The name of the agent;

(3) That the agent resigns from serving as registered agent for the entity; and

(4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.

(b) A statement of resignation takes effect on the earlier of:

(1) 12:01 a.m. on the thirty-first day after the day on which it is filed by the secretary of state; or

(2) The designation of a new registered agent for the represented entity.

(c) A registered agent shall promptly furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.

(d) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this part for any matter thereafter tendered to it as agent for the represented entity. The resignation does not affect any contractual rights the entity has against the agent or that the agent has against the entity.

(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.

History:

[30-21-410, added 2015, ch. 243, sec. 10, p. 774.]
Idaho Code § 30-2003 — Idaho Code / Title 30 / Chapter 20 / Section 30-2003
30-2003 INCORPORATION.
Status: in_force

30-2003. incorporation. A benefit corporation shall be incorporated in accordance with part 2, chapter 29, title 30, Idaho Code, but its articles of incorporation must also state that it is a benefit corporation.

History:

[30-2003, added 2015, ch. 217, sec. 1, p. 675; am. 2016, ch. 47, sec. 6, p. 106.]
Idaho Code § 30-24-502 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-502
30-24-502 LIABILITY FOR CONTRIBUTION.
Status: in_force

PART 5

CONTRIBUTIONS AND DISTRIBUTIONS

30-24-502. LIABILITY FOR CONTRIBUTION. (a) A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.

(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution that has not been made.

(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.

History:

[30-24-502, added 2015, ch. 243, sec. 37, p. 854.]
Idaho Code § 30-25-409 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-409
30-25-409 STANDARDS OF CONDUCT FOR MEMBERS AND MANAGERS.
Status: in_force

PART 4

RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

30-25-409. STANDARDS OF CONDUCT FOR MEMBERS AND MANAGERS. (a) A member of a member-managed limited liability company owes to the company and, subject to section 30-25-801, Idaho Code, the other members the duties of loyalty and care stated in subsections (b) and (c) of this section.

(b) The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties:

(1) To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member:

(A) In the conduct or winding up of the company's activities and affairs;

(B) From a use by the member of the company's property; or

(C) From the appropriation of a company opportunity;

(2) To refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and

(3) To refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

(c) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.

(d) A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(e) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest.

(f) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(g) It is a defense to a claim under subsection (b)(2) of this section and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.

(h) If, as permitted by subsection (f) or (i)(6) of this section or the operating agreement, a member enters into a transaction with the limited liability company that otherwise would be prohibited by subsection (b)(2) of this section, the member's rights and obligations arising from the transaction are the same as those of a person that is not a member.

(i) In a manager-managed limited liability company, the following rules apply:

(1) Subsections (a), (b), (c) and (g) of this section apply to the manager or managers and not the members.

(2) The duty stated under subsection (b)(3) of this section continues until winding up is completed.

(3) Subsection (d) of this section applies to managers and members.

(4) Subsection (e) of this section applies only to members.

(5) The power to ratify under subsection (f) of this section applies only to the members.

(6) Subject to subsection (d) of this section, a member does not have any duty to the company or to any other member solely by reason of being a member.

History:

[30-25-409, added 2015, ch. 243, sec. 46, p. 884.]
Idaho Code § 30-14-105 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-105
30-14-105 ELECTRONIC RECORDS AND SIGNATURES.
Status: in_force

PART 1.

GENERAL PROVISIONS

30-14-105. Electronic records and signatures. This chapter modifies, limits and supersedes the federal electronic signatures in global and national commerce act, but does not modify, limit or supersede section 101(c) of that act (15 U.S.C. 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. 7003(b)). This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by a rule adopted or an order issued under this chapter, in a manner consistent with section 104(a) of that act (15 U.S.C. 7004(a)).

History:

[30-14-105, added 2004, ch. 45, sec. 2, p. 177.]
Idaho Code § 30-25-801 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-801
30-25-801 DIRECT ACTION BY MEMBER.
Status: in_force

PART 8

ACTIONS BY MEMBERS

30-25-801. DIRECT ACTION BY MEMBER. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this act or arising independently of the membership relationship.

(2) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.

History:

[30-25-801, added 2015, ch. 243, sec. 50, p. 895.]
Idaho Code § 30-29-123 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-123
30-29-123 EFFECTIVE DATE OF FILED DOCUMENT.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-123. effective date of filed document. (a) If a filed document does not specify the time zone or place at which a date or time or both is to be determined, the date or time or both at which it becomes effective shall be those prevailing at the place of filing in this state.

(b) Unless otherwise provided in sections 30-29-145 through 30-29-152, Idaho Code, any document filed pursuant to this chapter may have a delayed effective date and, when accepted for filing, is effective as provided in section 30-21-203, Idaho Code, and this section.

History:

[30-29-123, added 2019, ch. 90, sec. 2, p. 226.]
Idaho Code § 30-22-301 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-301
30-22-301 INTEREST EXCHANGE AUTHORIZED.
Status: in_force

PART 3

INTEREST EXCHANGE

30-22-301. INTEREST EXCHANGE AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part:

(1) A domestic entity may acquire all of one (1) or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or

(2) All of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.

(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 the acquiring or acquired entity in an interest exchange under this part if the interest exchange 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 an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2007.

History:

[30-22-301, added 2015, ch. 243, sec. 19, p. 794.]
Idaho Code § 30-23-502 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-502
30-23-502 NATURE OF TRANSFERABLE INTEREST.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-23-502. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

History:

[30-23-502, added 2015, ch. 243, sec. 27, p. 823.]
Idaho Code § 30-1707 — Idaho Code / Title 30 / Chapter 17 / Section 30-1707
30-1707 JURISDICTION.
Status: in_force

30-1707. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.

(2) If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of subsection 30-1701(14) and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter's provisions are first applicable to a business combination that the other jurisdiction's law adequately provides for the protection of Idaho shareholders.

History:

[30-1707, added 1988, ch. 84, sec. 3, p. 168.]
Idaho Code § 30-25-703 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-703
30-25-703 RESCINDING DISSOLUTION.
Status: in_force

PART 7

DISSOLUTION AND WINDING UP

30-25-703. RESCINDING DISSOLUTION. (a) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the district court has entered an order under section 30-25-701(a)(4), Idaho Code, dissolving the company, or the secretary of state has dissolved the company under section 30-21-602, Idaho Code.

(b) Rescinding dissolution under this section requires:

(1) The affirmative vote or consent of each member;

(2) If a statement of dissolution applicable to the limited liability company has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the statement of dissolution; and

(3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.

(c) If a limited liability company rescinds its dissolution:

(1) The company resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

History:

[30-25-703, added 2015, ch. 243, sec. 49, p. 892; am. 2021, ch. 321, sec. 9, p. 950.]
Idaho Code § 30-22-103 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-103
30-22-103 RELATIONSHIP OF CHAPTER TO OTHER LAWS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-22-103. RELATIONSHIP OF CHAPTER TO OTHER LAWS. (a) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.

(b) A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:

(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or

(2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty or obligation directly under the law.

History:

[30-22-103, added 2015, ch. 243, sec. 17, p. 788.]
Idaho Code § 30-23-105 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-105
30-23-105 PARTNERSHIP AGREEMENT — SCOPE, FUNCTION AND LIMITATIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-105. PARTNERSHIP AGREEMENT — SCOPE, FUNCTION AND LIMITATIONS. (a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs:

(1) Relations among the partners as partners and between the partners and the partnership;

(2) The business of the partnership and the conduct of that business; and

(3) The means and conditions for amending the partnership agreement.

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

(c) A partnership agreement may not:

(1) Vary the provisions of section 30-23-110, Idaho Code;

(2) Vary the law applicable under section 30-23-104(1), Idaho Code;

(3) Vary the provisions of section 30-21-210, Idaho Code;

(4) Vary the provisions of section 30-23-307, Idaho Code;

(5) Unreasonably restrict the duties and rights under section 30-23-408, Idaho Code, but the partnership 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;

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

(7) Eliminate the contractual obligation of good faith and fair dealing under section 30-23-409(d), Idaho Code, but the partnership agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;

(8) Unreasonably restrict the right of a person to maintain an action under section 30-23-410(b), Idaho Code;

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

(10) Vary the power of a person to dissociate as a partner under section 30-23-602(a), Idaho Code, except to require that the notice under section 30-23-601(1), Idaho Code, be in a record;

(11) Vary the right of a court to expel a partner in the events specified in section 30-23-601(5), Idaho Code;

(12) Vary the causes of dissolution specified in section 30-23-801(4) or (5), Idaho Code;

(13) Vary the requirement to wind up the partnership's business as specified in section 30-23-802(a), (b)(1), and (d), Idaho Code;

(14) Vary the right of a partner under section 30-23-901(f), Idaho Code, to vote on or consent to a cancellation of a statement of qualification;

(15) Vary the right of a partner 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;

(16) 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;

(17) 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; or

(18) Except as otherwise provided in sections 30-23-106 and 30-23-107(2), Idaho Code, restrict the rights under this act of a person other than a partner.

(d) Subject to subsection (c)(8) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:

(1) The partnership 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 stated in section 30-23-406(2)(b), Idaho Code, so that the prohibition requires only that the partnership's total assets not be less than the sum of its total liabilities.

(2) To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one (1) or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility that would have pertained to the responsibility.

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

(A) Alter or eliminate the aspects of the duty of loyalty stated in section 30-23-409(b), 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 a knowing violation of the law; and

(D) Alter or eliminate any other fiduciary duty.

(e) The court shall decide as a matter of law whether a term of a partnership 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 partnership agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes and business of the partnership, 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:

[30-23-105, added 2015, ch. 243, sec. 23, p. 808.]
Idaho Code § 30-21-705 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-705
30-21-705 SAVINGS CLAUSE.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-705. SAVINGS CLAUSE. The repeal of a statute by this act does not affect:

(1) The operation of the statute or any action taken under it before its repeal;

(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation before its repeal; or

(4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.

History:

[30-21-705, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-30-702 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-702
30-30-702 AMENDMENT OF ARTICLES BY DIRECTORS.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-702. Amendment of articles by directors. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval:

(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors;

(c) To change the information required by section 30-21-404(a)(1), Idaho Code;

(d) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or

(e) To make any other change expressly permitted by this act to be made by director action.

(2) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's articles subject to any approval required pursuant to section 30-30-801, Idaho Code. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

History:

[30-30-702, added 2015, ch. 243, sec. 80, p. 993.]
Idaho Code § 30-14-101 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-101
30-14-101 SHORT TITLE.
Status: in_force

PART 1.

GENERAL PROVISIONS

30-14-101. Short title. This chapter shall be known and may be cited as the "Uniform Securities Act (2004)."

History:

[30-14-101, added 2004, ch. 45, sec. 2, p. 170.]
Idaho Code § 30-29-1402 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1402
30-29-1402 DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.
Status: in_force

PART 14

DISSOLUTION

30-29-1402. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS. (a) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.

(b) For a proposal to dissolve to be adopted, the proposal to dissolve shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless either the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation or section 30-29-826, Idaho Code, applies. In either case, the board shall inform the shareholders of the basis for its so proceeding.

(c) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution.

(d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.

History:

[30-29-1402, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 146, p. 320.]
Idaho Code § 30-24-202 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-202
30-24-202 AMENDMENT OR RESTATEMENT OF CERTIFICATE OF LIMITED PARTNERSHIP.
Status: in_force

PART 2

FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

30-24-202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF LIMITED PARTNERSHIP. (a) A certificate of limited partnership may be amended or restated at any time.

(b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating:

(1) The name of the partnership;

(2) The date of filing of its initial certificate; and

(3) The text of the amendment.

(c) To restate its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing a restatement designated as such in its heading.

(d) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:

(1) The admission of a new general partner;

(2) The dissociation of a person as a general partner; or

(3) The appointment of a person to wind up the limited partnership's activities and affairs under section 30-24-802(c) or (d), Idaho Code.

(e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

(1) Cause the certificate to be amended; or

(2) If appropriate, deliver to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code.

History:

[30-24-202, added 2015, ch. 243, sec. 34, p. 845.]
Idaho Code § 30-30-613 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-613
30-30-613 ACTION WITHOUT MEETING.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-613. Action without meeting. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

History:

[30-30-613, added 2015, ch. 243, sec. 79, p. 987.]
Idaho Code § 30-29-152 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-152
30-29-152 JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-152. JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 30-29-147, Idaho Code, or any other person claiming to be substantially and adversely affected by a ratification under section 30-29-147, Idaho Code, the Idaho district court of the county where a corporation's principal office is located, or, if none in this state, Ada county, may:

(1) Determine the validity and effectiveness of any corporate action or defective corporate action;

(2) Determine the validity and effectiveness of any ratification under section 30-29-147, Idaho Code;

(3) Determine the validity of any putative shares; and

(4) Modify or waive any of the procedures specified in section 30-29-147, Idaho Code, or 30-29-148, Idaho Code, to ratify a defective corporate action.

(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.

(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any 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 one hundred twenty (120) days of the validation effective time.

History:

[30-29-152, added 2019, ch. 90, sec. 15, p. 238.]
Idaho Code § 30-29-744 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-744
30-29-744 DISMISSAL.
Status: in_force

PART 7

SHAREHOLDERS

30-29-744. DISMISSAL. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.

(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:

(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or

(2) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:

(1) That a majority of the board of directors did not consist of independent directors at the time the determination was made; or

(2) That the requirements of subsection (a) of this section have not been met.

(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.

(e) Upon motion by the corporation, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.

History:

[30-29-744, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 68, p. 266.]
Idaho Code § 30-24-113 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-113
30-24-113 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-113. subjects covered outside chapter. The following subjects are covered outside this chapter:

(1) Supplemental principles of law – section 30-21-702, Idaho Code.

(2) Permitted names – sections 30-21-301 and 30-21-302, Idaho Code.

(3) Reservation of name – section 30-21-303, Idaho Code.

(4) Registration of name – section 30-21-304, Idaho Code.

(5) Registered agent – sections 30-21-402 and 30-21-404, Idaho Code.

(6) Change of registered agent or address for registered agent by limited partnership – section 30-21-407, Idaho Code.

(7) Resignation of registered agent – section 30-21-410, Idaho Code.

(8) Change of name or address by registered agent – sections 30-21-408 and 30-21-409, Idaho Code.

(9) Service of process, notice or demand – section 30-21-412, Idaho Code.

(10) Delivery of record – section 30-21-104, Idaho Code.

(11) Reservation of power to amend or repeal – section 30-21-701, Idaho Code.

History:

[30-24-113, added 2015, ch. 243, sec. 33, p. 844.]
Idaho Code § 30-21-510 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-510
30-21-510 TRANSFER OF REGISTRATION.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-510. TRANSFER OF REGISTRATION. (a) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must be signed by the surviving or converted entity and state:

(1) The name of the registered foreign entity before the merger or conversion;

(2) The type of entity it was before the merger or conversion;

(3) The name of the applicant entity and, if the name does not comply with section 30-21-301, Idaho Code, an alternate name adopted pursuant to section 30-21-506(a), Idaho Code;

(4) The type of entity of the applicant entity and its jurisdiction of formation; and

(5) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion:

(A) The street and mailing addresses of the principal office of the entity and, if the law of the entity's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and

(B) The information required pursuant to section 30-21-404(a), Idaho Code.

(b) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.

History:

[30-21-510, added 2015, ch. 243, sec. 11, p. 779.]
Idaho Code § 30-29-840 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-840
30-29-840 OFFICERS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-840. officers. (a) A corporation has the offices described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under section 30-29-1601(a), Idaho Code.

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

History:

[30-29-840, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 93, p. 279.]
Idaho Code § 30-29-841 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-841
30-29-841 FUNCTIONS OF OFFICERS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-841. functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.

History:

[30-29-841, added 2015, ch. 243, sec. 63, p. 933; am. 2019, ch. 90, sec. 94, p. 279.]
Idaho Code § 30-21-403 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-403
30-21-403 ADDRESSES IN FILING.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-403. ADDRESSES IN FILING. If a provision of this part other than section 30-21-410(a)(4), Idaho Code, requires that a record state an address, the record must state:

(1) A street address in this state; and

(2) A mailing address in this state if different from the address described in subsection (1) of this section.

History:

[30-21-403, added 2015, ch. 243, sec. 10, p. 771.]
Idaho Code § 30-21-503 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-503
30-21-503 FOREIGN REGISTRATION STATEMENT.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-503. FOREIGN REGISTRATION STATEMENT. (a) To register to do business in this state, a foreign filing entity or foreign limited liability partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state:

(1) The name of the foreign filing entity or foreign limited liability partnership and, if the name does not comply with section 30-21-301, Idaho Code, an alternate name adopted pursuant to section 30-21-506(a), Idaho Code;

(2) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership;

(3) The entity's jurisdiction of formation;

(4) The street and mailing addresses of the entity's principal office and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office;

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

(6) The name and mailing address of at least one (1) governor.

(b) A foreign filing entity or foreign limited liability partnership must deliver to the secretary of state with a foreign registration statement a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the entity's public organic record in the entity's jurisdiction of formation.

History:

[30-21-503, added 2015, ch. 243, sec. 11, p. 776.]
Idaho Code § 30-29-805 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-805
30-29-805 TERMS OF DIRECTORS GENERALLY.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-805. TERMS OF DIRECTORS GENERALLY. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 30-29-806, Idaho Code, at the applicable second or third annual shareholders' meeting following their election except to the extent provided in section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect or if a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(e) Except to the extent otherwise provided in the articles of incorporation or under section 30-29-1022, Idaho Code, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.

History:

[30-29-805, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 77, p. 271.]
Idaho Code § 30-30-619 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-619
30-30-619 DIRECTOR — CONFLICT OF INTEREST.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-619. Director — Conflict of interest. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) of this section.

(2) A transaction in which a director of a corporation has a conflict of interest may be approved if:

(a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved or ratified the transaction; or

(b) The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved or ratified the transaction.

(3) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(b) Another entity of which the director is a director, officer or trustee is a party to the transaction.

(4) For purposes of subsection (2) of this section, a conflict of interest transaction is authorized, approved or ratified, if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (2)(a) of this section if the transaction is otherwise approved as provided in subsection (2) of this section.

(5) For purposes of subsection (2)(b) of this section, a conflict of interest transaction is authorized, approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (3)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subsection (2)(b) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this act. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(6) The articles, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions.

History:

[30-30-619, added 2015, ch. 243, sec. 79, p. 989.]
Idaho Code § 30-29-1433 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1433
30-29-1433 DECREE OF DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1433. DECREE OF DISSOLUTION. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in section 30-29-1430, Idaho Code, exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 30-29-1405, Idaho Code, and the notification of claimants in accordance with sections 30-29-1406 and 30-29-1407, Idaho Code.

History:

[30-29-1433, added 2015, ch. 243, sec. 69, p. 961; am. 2019, ch. 90, sec. 157, p. 326.]
Idaho Code § 30-30-625 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-625
30-30-625 OFFICERS' AUTHORITY TO EXECUTE DOCUMENTS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-625. Officers' authority to execute documents. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in category 1 of this section or by one (1) officer in category 1 of this section and one (1) officer in category 2 of this section.

Category 1 — The presiding officer of the board and the president. Category 2 — A vice president, the secretary, treasurer and executive director.

History:

[30-30-625, added 2015, ch. 243, sec. 79, p. 991.]
Idaho Code § 30-24-305 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-305
30-24-305 LIMITED DUTIES OF LIMITED PARTNERS.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-305. LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this act or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.

(b) Except as otherwise provided in subsection (a) of this section, a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.

(c) If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.

History:

[30-24-305, added 2015, ch. 243, sec. 35, p. 849.]
Idaho Code § 30-29-832 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-832
30-29-832 DIRECTORS' LIABILITY FOR UNLAWFUL DISTRIBUTIONS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-832. DIRECTORS' LIABILITY FOR UNLAWFUL DISTRIBUTIONS. (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 30-29-640(a) or 30-29-1409(a), Idaho Code, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 30-29-640(a) or 30-29-1409(a), Idaho Code, if the party asserting liability establishes that when taking the action the director did not comply with section 30-29-830, Idaho Code.

(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:

(1) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and

(2) Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of section 30-29-640(a) or 30-29-1409(a), Idaho Code.

(c) A proceeding to enforce:

(1) The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date:

(i) On which the effect of the distribution was measured under section 30-29-640(e) or (g), Idaho Code; or

(ii) As of which the violation of section 30-29-640(a), Idaho Code, occurred as the consequence of disregard of a restriction in the articles of incorporation; or

(iii) On which the distribution of assets to shareholders under section 30-29-1409(a), Idaho Code, was made; or

(2) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.

History:

[(30-29-832) 30-29-833, added 2015, ch. 243, sec. 63, p. 933; am. and redesig. 2019, ch. 90, sec. 92, p. 278.]
Idaho Code § 30-30-620 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-620
30-30-620 LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-620. Loans to or guarantees for directors and officers. (1) Except with regard to loan or guarantee programs available to all members, a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, provided that a cooperative corporation may lend money to or guarantee the obligation of a director or officer with regard to loan or guarantee programs available to all members.

(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

History:

[30-30-620, added 2015, ch. 243, sec. 79, p. 990.]
Idaho Code § 30-1511 — Idaho Code / Title 30 / Chapter 15 / Section 30-1511
30-1511 POWER OF COURT TO GRANT RELIEF.
Status: in_force

30-1511. Power of court to grant relief.

(1) (a) Upon a showing by the director that a person has violated, or is about to violate, any provision of this chapter or any rule or order of the director, the court may grant appropriate legal or equitable remedies.

(b) Upon a showing of violation of the provisions of this chapter or a rule or order of the director, the court, in addition to traditional legal and equitable remedies, including temporary restraining orders, permanent or temporary injunctions, and writs of prohibition or mandamus, may grant the following special remedies:

(i) Imposition of a civil penalty in an amount which may not exceed twenty-five thousand dollars ($25,000) for any single violation or one hundred thousand dollars ($100,000) for multiple violations in a single proceeding or a series of related proceedings;

(ii) Disgorgement;

(iii) Declaratory judgment;

(iv) Restitution to investors wishing restitution; and

(v) Appointment of a receiver or conservator for the defendant or the defendant's assets.

(c) Appropriate remedies when the defendant is shown only about to violate the provisions of this chapter or a rule or order of the director shall be limited to:

(i) A temporary restraining order;

(ii) A temporary or permanent injunction;

(iii) A writ of prohibition or mandamus; or

(iv) An order appointing a receiver or conservator for the defendant or the defendant's assets.

(2) The court shall not require the director to post a bond in any official action under this chapter.

(3) (a) Upon a proper showing by the director or securities or commodity agency of another state that a person, other than a government or governmental agency or instrumentality, has violated, or is about to violate, any provision of the commodity act of that state or any rule or order of the director or securities or commodity agency of that state, the court may grant appropriate legal and equitable remedies.

(b) Upon a showing of a violation of the securities or commodity act of the foreign state or a rule or order of the director or securities or commodity agency of the foreign state, the court, in addition to traditional legal or equitable remedies including temporary restraining orders, permanent or temporary injunctions and writs of prohibition or mandamus, may grant the following special remedies:

(i) Disgorgement; and

(ii) Appointment of a receiver, conservator, or ancillary receiver or conservator for the defendant or the defendant's assets located in the state.

(c) Appropriate remedies when the defendant is shown only about to violate the securities or commodity act of the foreign state or a rule or order of the director or securities or commodity agency of the foreign state shall be limited to:

(i) A temporary restraining order;

(ii) A temporary or permanent injunction;

(iii) A writ of prohibition or mandamus; or

(iv) An order appointing a receiver, conservator, or ancillary receiver or conservator for the defendant or the defendant's assets located in this state.

History:

[30-1511, added 1989, ch. 414, sec. 1, p. 1012.]
Idaho Code § 30-23-804 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-804
30-23-804 POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-804. POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A partnership is bound by a partner's act after dissolution which:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under section 30-23-301, Idaho Code, before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.

(b) A person dissociated as a general partner binds a partnership through an act occurring after dissolution if:

(1) 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; and

(2) The act:

(A) Is appropriate for winding up the partnership's business; or

(B) Would have bound the partnership under section 30-23-301, Idaho Code, before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.

History:

[30-23-804, added 2015, ch. 243, sec. 30, p. 831.]
Idaho Code § 30-30-106 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-106
30-30-106 JUDICIAL RELIEF.
Status: in_force

PART 1

GENERAL PROVISIONS

30-30-106. judicial relief. (1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a director, officer, delegate or member, the district court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(2) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(3) The order issued pursuant to this section may dispense with any requirements relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or this act.

(4) Whenever practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.

(5) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this act.

(6) Any member of a cooperative association that provides electric service may apply to the district court of the county where the member's service entrance is located for a determination that the cooperative association's charges for electric service to that member are fair, just and reasonable and are not discriminatory or preferential. In the event that the court determines that the rate is not fair, just and reasonable or is discriminatory or preferential, the court shall remand the matter to the cooperative association to alter or amend the rate in conformance with the standards set forth herein.

History:

[30-30-106, added 2015, ch. 243, sec. 74, p. 970.]
Idaho Code § 30-14-306 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-306
30-14-306 DENIAL, SUSPENSION, AND REVOCATION OF SECURITIES REGISTRATION.
Status: in_force

PART 3.

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

30-14-306. Denial, suspension, and revocation of securities registration. (a) Stop orders. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that:

(1) Any of the following is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact:

(A) The registration statement as of its effective date, or before the effective date in the case of an order denying effectiveness;

(B) A posteffective amendment under section 30-14-305(j), Idaho Code, as of its effective date; or

(C) A periodic report under section 30-14-305(i), Idaho Code;

(2) This chapter or a rule adopted or an order issued under this chapter, or a condition imposed under this chapter, has been willfully violated in connection with the offering, by: the person filing the registration statement; the issuer, a partner, officer or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

(3) The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign or state law other than this chapter applicable to the offering, provided however the administrator may not institute a proceeding against an effective registration statement under this paragraph more than one (1) year after the date of the order or injunction on which it is based, and the administrator may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(4) The issuer's enterprise or method of business includes or would include activities that are unlawful where performed;

(5) With respect to a security sought to be registered under section 30-14-303, Idaho Code, there has been a failure to comply with the undertaking required by section 30-14-303(b)(4), Idaho Code;

(6) The applicant or registrant has not paid the filing fee, provided however the administrator shall void the order if the deficiency is corrected; or

(7) The offering:

(A) Will work or tend to work a fraud upon purchasers or would so operate;

(B) Has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options; or

(C) Is being made on terms that are unfair, unjust or inequitable.

(b) Enforcement. To the extent practicable, the administrator by a rule adopted or an order issued under this chapter shall publish standards that provide notice of conduct that violates subsection (a)(7) of this section.

(c) Institution of stop order. The administrator may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the administrator when the registration statement became effective unless the proceeding is instituted within thirty (30) days after the registration statement became effective.

(d) Summary process. The administrator may summarily revoke, deny, postpone or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the administrator shall promptly notify each person specified in subsection (e) of this section that the order has been issued, the reasons for the revocation, denial, postponement or suspension, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the administrator, within thirty (30) days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the administrator, after notice of and an opportunity for a hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

(e) Procedural requirements for stop order. A stop order may not be issued under this section without:

(1) Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) An opportunity for a hearing; and

(3) Findings of fact and conclusions of law in a record in accordance with chapter 52, title 67, Idaho Code.

(f) Modification or vacation of stop order. The administrator may modify or vacate a stop order issued under this section if the administrator finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

History:

[30-14-306, added 2004, ch. 45, sec. 2, p. 192.]
Idaho Code § 30-25-706 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-706
30-25-706 COURT PROCEEDINGS.
Status: in_force

PART 7

DISSOLUTION AND WINDING UP

30-25-706. COURT PROCEEDINGS. (a) A dissolved limited liability company that has published a notice under section 30-25-705, Idaho Code, may file an application with the district court in the county where the company'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 company and:

(1) At the time of application:

(A) Are contingent; or

(B) Have not been made known to the company; 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 30-25-705, Idaho Code.

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

(d) In a proceeding 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 liability company.

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

History:

[30-25-706, added 2015, ch. 243, sec. 49, p. 894.]
Idaho Code § 30-29-850 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-850
30-29-850 DEFINITIONS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-850. definitions. For purposes of this section and sections 30-29-851 through 30-29-859, Idaho Code:

(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.

(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.

(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

(4) "Official capacity" means:

(a) When used with respect to a director, the office of director in a corporation; and

(b) When used with respect to an officer, as contemplated in section 30-29-856, Idaho Code, the office in a corporation held by the officer.

"Official capacity" does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan or other entity.

(5) "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.

(6) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.

History:

[30-29-850, added 2015, ch. 243, sec. 63, p. 934; am. 2019, ch. 90, sec. 98, p. 281.]
Idaho Code § 30-23-301 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-301
30-23-301 PARTNER AGENT OF PARTNERSHIP.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-301. PARTNER AGENT OF PARTNERSHIP. Subject to the effect of a statement of partnership authority under section 30-23-303, Idaho Code, the following rules apply:

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course of the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew, or had notice, that the partner lacked authority.

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

History:

[30-23-301, added 2015, ch. 243, sec. 25, p. 813.]
Idaho Code § 30-30-105 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-105
30-30-105 PRIVATE FOUNDATION.
Status: in_force

PART 1

GENERAL PROVISIONS

30-30-105. private foundation. (1) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986, as amended:

(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the code.

(b) Shall not engage in any act of self-dealing as defined in section 4941(d) of the code.

(c) Shall not retain any excess business holdings as defined in section 4943(c) of the code.

(d) Shall not make any taxable expenditures as defined in section 4944 of the code.

(e) Shall not make any taxable expenditures as defined in section 4945(d) of the code.

(f) Shall be authorized to terminate its status as a private foundation in a manner described in section 507(b)(1) of the Internal Revenue Code.

(2) All references in this section to sections of the code shall be to such sections of the Internal Revenue Code of 1986, as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.

(3) A private foundation described in subsection (1) of this section, or a charitable trust governed by the provisions of chapter 12, title 68, Idaho Code, shall not be required to report any information that may otherwise be required by law unless such report is required by the provisions of this chapter.

(4) This section shall not be interpreted to limit or restrict the functions, powers, and duties granted to the attorney general to investigate violations of state law or enforce provisions of state law.

History:

[30-30-105, added 2015, ch. 243, sec. 74, p. 970; am. 2022, ch. 324, sec. 1, p. 1045.]
Idaho Code § 30-23-302 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-302
30-23-302 TRANSFER OF PARTNERSHIP PROPERTY.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-302. TRANSFER OF PARTNERSHIP PROPERTY. (a) Partnership property may be transferred as follows:

(1) Subject to the effect of a statement of partnership authority under section 30-23-303, Idaho Code, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 30-23-301, Idaho Code, and:

(1) As to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2) of this section, proves that the subsequent transferee knew or had been notified that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(2) As to a transferee who gave value for property transferred under subsection (a)(3) of this section, proves that the transferee knew or had been notified that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.

(d) If a person holds all the partners' interests in the partnership, all the partnership property vests in that person. The person may sign a record in the name of the partnership to evidence vesting of the property in that person and may file or record the record.

History:

[30-23-302, added 2015, ch. 243, sec. 25, p. 814.]
Idaho Code § 30-30-1005 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1005
30-30-1005 KNOWN CLAIMS AGAINST DISSOLVED CORPORATION.
Status: in_force

PART 10

DISSOLUTION

30-30-1005. Known claims against dissolved corporation. (1) The directors of a dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(2) The directors of a dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved corporation is barred:

(a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.

(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

History:

[30-30-1005, added 2015, ch. 243, sec. 83, p. 1002.]
Idaho Code § 30-21-205 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-205
30-21-205 CORRECTING FILED RECORD.
Status: in_force

PART 2

FILING

30-21-205. correcting filed record. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:

(1) The record at the time of filing was inaccurate;

(2) The record was defectively signed; or

(3) The electronic transmission of the record to the secretary of state was defective.

(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing a statement of correction.

(c) A statement of correction:

(1) May not state a delayed effective date;

(2) Must be signed by the person correcting the filed record;

(3) Must identify the filed record to be corrected;

(4) Must specify the inaccuracy or defect to be corrected; and

(5) Must correct the inaccuracy or defect.

(d) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.

History:

[30-21-205, added 2015, ch. 243, sec. 8, p. 764.]
Idaho Code § 30-1903 — Idaho Code / Title 30 / Chapter 19 / Section 30-1903
30-1903 APPLICABILITY.
Status: in_force

30-1903. Applicability. (1) The limitations in section 30-1904, Idaho Code, shall apply to any successor corporation.

(2) The limitations of section 30-1904, Idaho Code, shall not apply to:

(a) Worker's compensation benefits paid by, or on behalf of, an employer to an employee under the provisions of title 72, Idaho Code, or a comparable worker's compensation law of another jurisdiction;

(b) Any claim against a corporation that does not constitute a successor asbestos-related liability;

(c) Any obligation under the national labor relations act, 29 U.S.C. section 151 et seq., as amended, or under any collective bargaining agreement; or

(d) A successor that, after a merger or consolidation, continued in the business of mining asbestos or in the business of selling or distributing asbestos fibers or in the business of manufacturing, distributing, removing, or installing asbestos-containing products that were the same as those products previously manufactured, distributed, removed, or installed by the transferor.

History:

[30-1903, added 2012, ch. 193, sec. 1, p. 521.]
Idaho Code § 30-21-301 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-301
30-21-301 PERMITTED NAMES.
Status: in_force

PART 3

NAME OF ENTITY

30-21-301. PERMITTED NAMES. (a) Except as otherwise provided in subsection (d) or (f) of this section, the name of a domestic filing entity or domestic limited liability partnership, and the name under which a foreign entity may register to do business in this state, must be distinguishable on the records of the secretary of state from any:

(1) Name of an existing domestic filing entity which at the time is not administratively dissolved for more than six (6) months;

(2) Name of a limited liability partnership whose statement of qualification is in effect;

(3) Name under which a foreign entity registered to do business in this state under part 5 of this chapter;

(4) Name reserved under section 30-21-303, Idaho Code; or

(5) Name registered under section 30-21-304, Idaho Code.

(b) If an entity consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (a) of this section, the name of the consenting entity may be used by the person to which the consent was given.

(c) Except as otherwise provided in subsection (d) of this section, in determining whether a name is the same as or not distinguishable on the records of the secretary of state from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation," "corp.," "incorporated," "Inc.," "professional corporation," "PC," "P.C.," "professional association," "PA," "P.A.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "registered limited liability partnership," "RLLP," "R.L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC" or "L.L.C." may not be taken into account.

(d) An entity may consent in a record to the use of a name that is not distinguishable on the records of the secretary of state from its name except for the addition of a word, phrase, or abbreviation indicating the type of entity or as provided in subsection (c) of this section. In such a case, the entity need not change its name pursuant to subsection (b) of this section.

(e) An entity name may not contain language falsely stating or implying government affiliation or stating or implying that the entity is organized for a purpose other than that permitted by this act.

(f) An entity may use a name that is not distinguishable from a name described in subsection (a)(1) through (5) of this section if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.

(g) Nothing in this section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect trade names.

(h) The use of a name in violation of this part shall not affect or vitiate the entity existence, but the courts of this state, having equity jurisdiction, may, upon the application of the state, or of any person interested or affected, enjoin such entity in violation from doing business under any name assumed in violation of this part.

History:

[30-21-301, added 2015, ch. 243, sec. 9, p. 768.]
Idaho Code § 30-21-703 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-703
30-21-703 UNIFORMITY OR CONSISTENCY OF APPLICATION AND CONSTRUCTION.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-703. UNIFORMITY OR CONSISTENCY OF APPLICATION AND CONSTRUCTION. In applying and construing the chapters of this act based on uniform or model acts, consideration must be given to the need to promote uniformity or consistency of the law with respect to its subject matter among states that enact it.

History:

[30-21-703, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-22-501 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-501
30-22-501 DOMESTICATION AUTHORIZED.
Status: in_force

PART 5

DOMESTICATION

30-22-501. DOMESTICATION AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities a foreign entity may become a domestic entity of the same type of entity in this state if the domestication 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 domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after July 1, 2007.

History:

[30-22-501, added 2015, ch. 243, sec. 21, p. 802.]
Idaho Code § 30-30-204 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-204
30-30-204 LIABILITY.
Status: in_force

PART 2

INCORPORATION

30-30-204. LIABILITY. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.

History:

[30-30-204, added 2015, ch. 243, sec. 75, p. 972.]
Idaho Code § 30-22-306 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-306
30-22-306 EFFECT OF INTEREST EXCHANGE.
Status: in_force

PART 3

INTEREST EXCHANGE

30-22-306. EFFECT OF INTEREST EXCHANGE. (a) When an interest exchange in which the acquired entity is a domestic entity becomes effective:

(1) The interests in the domestic acquired entity that are the subject of the interest exchange are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights as provided in section 30-22-109, Idaho Code, and the acquired entity's organic law;

(2) The acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) The public organic record, if any, of the acquired entity is amended as provided in the statement of interest exchange; and

(4) The private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The interest exchange does not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective.

(2) The person does not have interest holder liability under the organic law of the domestic acquired entity for any debt, obligation, or other liability that arises after the interest exchange becomes effective.

(3) The organic law of the domestic acquired entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by law other than this chapter or the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the interest exchange had not occurred.

History:

[30-22-306, added 2015, ch. 243, sec. 19, p. 797.]
Idaho Code § 30-25-603 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-603
30-25-603 EFFECT OF DISSOCIATION.
Status: in_force

PART 6

DISSOCIATION

30-25-603. EFFECT OF DISSOCIATION. (a) If a person is dissociated as a member:

(1) The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates;

(2) The person's duties and obligations under section 30-25-409, Idaho Code, as a member end with regard to matters arising and events occurring after the person's dissociation; and

(3) Subject to section 30-25-504, Idaho Code, and chapter 22, title 30, Idaho Code, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.

(b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.

History:

[30-25-603, added 2015, ch. 243, sec. 48, p. 890.]
Idaho Code § 30-25-806 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-806
30-25-806 PROCEEDS AND EXPENSES.
Status: in_force

PART 8

ACTIONS BY MEMBERS

30-25-806. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section:

(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and

(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.

(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.

History:

[30-25-806, added 2015, ch. 243, sec. 50, p. 896.]
Idaho Code § 30-21-706 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-706
30-21-706 SEVERABILITY CLAUSE.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-706. SEVERABILITY CLAUSE. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

History:

[30-21-706, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-29-1007 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1007
30-29-1007 RESTATED ARTICLES OF INCORPORATION.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1007. RESTATED ARTICLES OF INCORPORATION. (a) A corporation's board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.

(b) If the restated articles include one (1) or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in section 30-29-1003, Idaho Code.

(c) A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation, the text of the restated articles of incorporation, a statement that the restated articles consolidate all amendments into a single document, and, if a new amendment is included in the restated articles, the statements required under section 30-29-1006, Idaho Code, with respect to the new amendment.

(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.

(e) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements required by subsection (c) of this section.

History:

[30-29-1007, added 2015, ch. 243, sec. 65, p. 944; am. 2019, ch. 90, sec. 119, p. 297.]
Idaho Code § 30-29-1021 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1021
30-29-1021 BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1021. BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS. (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:

(1) If originally adopted by the shareholders, only by the shareholders unless the bylaw otherwise provides; or

(2) If adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

History:

[30-29-1021, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 123, p. 299.]