Idaho Code § 30-30-1003 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1003
30-30-1003 ARTICLES OF DISSOLUTION.
Status: in_force

PART 10

DISSOLUTION

30-30-1003. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(c) A statement that dissolution was approved by a sufficient vote of the board;

(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(e) If approval by members was required:

(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and

(f) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-1002(1)(c), Idaho Code, a statement that the approval was obtained.

(2) A corporation is dissolved upon the effective date of its articles of dissolution.

History:

[30-30-1003, added 2015, ch. 243, sec. 83, p. 1001.]
Idaho Code § 30-29-1703 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1703
30-29-1703 SAVING PROVISIONS.
Status: in_force

PART 17

TRANSITION PROVISIONS

30-29-1703. SAVING PROVISIONS. (a) Except as to procedural provisions, this chapter does not affect a pending action, proceeding, or a right accrued before the effective date of this chapter, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if this chapter had not become effective.

(b) If a penalty or punishment for violation of a statute or rule is reduced by this chapter, the penalty, if not already imposed, shall be imposed in accordance with this chapter.

History:

[30-29-1703, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 170, p. 333.]
Idaho Code § 30-23-701 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-701
30-23-701 PERSONS DISSOCIATED AS A PARTNER WITHOUT DISSOLUTION OF PARTNERSHIP.
Status: in_force

PART 7

PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

30-23-701. persons dissociated as a partner without dissolution of partnership. (a) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership business under section 30-23-801, Idaho Code, the partnership shall cause the person's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

(b) The buyout price of the interest of a person dissociated as a partner is the amount that would have been distributable to the person under section 30-23-806(b), Idaho Code, if, on the date of dissociation, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of:

(1) The liquidation value; or

(2) The value based on a sale of the entire business as a going concern without the person.

(c) Interest accrues on the buyout price from the date of dissociation to the date of payment, but damages for wrongful dissociation under section 30-23-602(b), Idaho Code, and all other amounts owing, whether or not presently due, from the person dissociated as a partner to the partnership, must be offset against the buyout price.

(d) A partnership shall defend, indemnify, and hold harmless a person dissociated as a partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the person under section 30-23-702, Idaho Code.

(e) If no agreement for the purchase of the interest of a person dissociated as a partner is reached not later than one hundred twenty (120) days after a written demand for payment, the partnership shall pay, or cause to be paid, in money to the person the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of this section must be accompanied by the following:

(1) A statement of partnership assets and liabilities as of the date of dissociation;

(2) The latest available partnership balance sheet and income statement, if any;

(3) An explanation of how the estimated amount of the payment was calculated; and

(4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than one hundred twenty (120) days after the written notice, the person dissociated as a partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase.

(h) A person that wrongfully dissociates as a partner before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any part of the buyout price until the expiration of the term or completion of the undertaking, unless the person establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

(i) A person dissociated as a partner may maintain an action against the partnership, pursuant to section 30-23-410(2)(b), Idaho Code, to determine the buyout price of that person's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced not later than one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the person's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section.

History:

[30-23-701, added 2015, ch. 243, sec. 29, p. 827.]
Idaho Code § 30-21-512 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-512
30-21-512 ACTION BY ATTORNEY GENERAL.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-512. ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.

History:

[30-21-512, added 2015, ch. 243, sec. 11, p. 780.]
Idaho Code § 30-29-205 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-205
30-29-205 ORGANIZATION OF CORPORATION.
Status: in_force

PART 2

INCORPORATION

30-29-205. ORGANIZATION OF CORPORATION. (a) After incorporation:

(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or

(2) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) To elect initial directors and complete the organization of the corporation; or

(ii) To elect a board of directors, who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this state.

History:

[30-29-205, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 19, p. 240.]
Idaho Code § 30-29-933 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-933
30-29-933 ARTICLES OF CONVERSION — EFFECTIVENESS.
Status: in_force

PART 9

DOMESTICATION AND CONVERSION

30-29-933. ARTICLES OF CONVERSION — EFFECTIVENESS. Notwithstanding the provisions of section 30-22-405(b)(4), Idaho Code, a statement of conversion of a domestic converting corporation shall include a statement that the plan of conversion was approved in accordance with this section.

History:

[30-29-933, added 2019, ch. 90, sec. 113, p. 293.]
Idaho Code § 30-23-404 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-404
30-23-404 LIABILITY FOR CONTRIBUTION.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-404. LIABILITY FOR CONTRIBUTION. (a) A person's obligation to make a contribution to a 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 partnership to contribute money equal to the value of the part of the contribution which 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 the partners. If a creditor of a limited liability 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:

[30-23-404, added 2015, ch. 243, sec. 26, p. 819.]
Idaho Code § 30-25-203 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-203
30-25-203 SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE.
Status: in_force

PART 2

FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS

30-25-203. SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE. (a) A record delivered to the secretary of state for filing pursuant to this act must be signed as follows:

(1) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record signed by a limited liability company must be signed by a person authorized by the company.

(2) A company's initial certificate of organization must be signed by at least one (1) person acting as an organizer.

(3) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under section 30-25-702(c), Idaho Code, or a person appointed under section 30-25-702(d), Idaho Code, to wind up the activities and affairs.

(4) A statement of denial by a person under section 30-25-303, Idaho Code, must be signed by that person.

(5) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.

(b) A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

(c) A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.

History:

[30-25-203, added 2015, ch. 243, sec. 44, p. 877.]
Idaho Code § 30-23-405 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-405
30-23-405 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-405. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under section 30-23-503, Idaho Code, or charging order in effect under section 30-23-504, Idaho Code.

(b) Subject to section 30-23-701, Idaho Code, a person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution.

(c) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in section 30-23-806, Idaho Code, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee is entitled to all remedies available to a creditor of the partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.

History:

[30-23-405, added 2015, ch. 243, sec. 26, p. 819.]
Idaho Code § 30-30-514 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-514
30-30-514 CUMULATIVE VOTING FOR DIRECTORS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-514. Cumulative voting for directors. (1) If the articles or bylaws specifically provide for cumulative voting by members, members may so vote by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(b) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.

(3) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 30-30-608, Idaho Code, are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(4) Members may not cumulatively vote if the directors and members are identical.

History:

[30-30-514, added 2015, ch. 243, sec. 78, p. 983.]
Idaho Code § 30-29-101 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-101
30-29-101 SHORT TITLE.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-101. SHORT TITLE. This chapter shall be known and may be cited as the "Idaho Business Corporation Act."

History:

[30-29-101, added 2015, ch. 243, sec. 56, p. 902.]
Idaho Code § 30-23-304 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-304
30-23-304 STATEMENT OF DENIAL.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-304. STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that:

(1) Provides the name of the partnership and the caption of the statement of authority to which the statement of denial pertains; and

(2) Denies the grant of authority.

History:

[30-23-304, added 2015, ch. 243, sec. 25, p. 816.]
Idaho Code § 30-30-410 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-410
30-30-410 PURCHASE OF MEMBERSHIPS.
Status: in_force

PART 4

MEMBERSHIP

30-30-410. Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of section 30-30-904, Idaho Code.

History:

[30-30-410, added 2015, ch. 243, sec. 77, p. 977.]
Idaho Code § 30-24-306 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-306
30-24-306 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-306. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:

(1) Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or

(2) Withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of negation under this section.

(b) A person that makes an investment described in subsection (a) of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.

(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this section and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.

History:

[30-24-306, added 2015, ch. 243, sec. 35, p. 849.]
Idaho Code § 30-22-406 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-406
30-22-406 EFFECT OF CONVERSION.
Status: in_force

PART 4

CONVERSION

30-22-406. EFFECT OF CONVERSION. (a) When a conversion becomes effective:

(1) The converted entity is:

(A) Organized under and subject to the organic law of the converted entity; and

(B) The same entity without interruption as the converting entity;

(2) All property of the converting entity continues to be vested in the converted entity without transfer, reversion or impairment;

(3) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity;

(4) Except as otherwise provided by law or the plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity;

(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) If a converted entity is a filing entity, its public organic record is effective;

(7) If the converted entity is a limited liability partnership, its statement of qualification is effective;

(8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective; and

(9) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 30-22-109, Idaho Code, and the converting entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion 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 converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion 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 conversion becomes effective.

(d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The conversion does not discharge any interest holder liability under the organic law of the domestic converting entity to the extent the interest holder liability arose before the conversion became effective.

(2) The person does not have interest holder liability under the organic law of the domestic converting entity for any debt, obligation, or other liability that arises after the conversion becomes effective.

(3) The organic law of a domestic converting 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 conversion had not occurred.

(4) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective.

(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

History:

[30-22-406, added 2015, ch. 243, sec. 20, p. 800.]
Idaho Code § 30-21-303 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-303
30-21-303 RESERVATION OF NAME.
Status: in_force

PART 3

NAME OF ENTITY

30-21-303. reservation of name. (a) A person may reserve the exclusive use of an entity name by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred twenty (120) days.

(b) The owner of a reserved entity name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer that states the name and address of the transferee.

History:

[30-21-303, added 2015, ch. 243, sec. 9, p. 770.]
Idaho Code § 30-909 — Idaho Code / Title 30 / Chapter 9 / Section 30-909
30-909 FINANCIAL RESPONSIBILITY — FIDELITY BOND — ERRORS AND OMISSIONS POLICY — SURETY BOND.
Status: in_force

30-909. Financial responsibility — Fidelity bond — Errors and omissions policy — Surety bond. At the time of filing an application for an escrow agency license, and at the time of any renewal or reinstatement of such license, the applicant or licensee shall provide satisfactory evidence to the director of having obtained the following as evidence of financial responsibility:

(1) A fidelity bond providing coverage in the aggregate amount of two hundred thousand dollars ($200,000) with a deductible no greater than ten thousand dollars ($10,000) covering the applicant or licensee, as well as each corporate officer, partner, managing member, escrow agent and employee of the applicant or licensee;

(2) An errors and omissions policy issued to the escrow agency providing coverage in the minimum aggregate amount of fifty thousand dollars ($50,000) or, alternatively, cash or securities in such amount deposited in a depository approved by the director on condition that they be available for payment of any claim payable under an equivalent errors and omissions policy in such amount; and

(3) A surety bond in an amount as set forth in paragraphs (a) through (f) of this subsection. The surety bond shall be in a form provided by the director and the applicant shall be named as principal. The bond shall be executed by the applicant as obligor and by a company authorized to do a surety business in Idaho. The bond shall be conditioned that the obligor as licensee will faithfully conform to and abide by this chapter and all rules adopted thereunder, and shall be liable for reimbursement to all persons who suffer loss by reason of a violation of this chapter or rules adopted thereunder. The surety bond provided shall be in an amount based upon the average month-end balance of the escrow trust accounts of the applicant or licensee for the preceding calendar year, in increments as described in the following subsections:

(a) For average month-end escrow trust account balances of fifty thousand dollars ($50,000) or less, a surety bond in the amount of twenty thousand dollars ($20,000) is required;

(b) For average month-end escrow trust account balances of more than fifty thousand dollars ($50,000) but not more than two hundred fifty thousand dollars ($250,000), a surety bond in the amount of fifty thousand dollars ($50,000) is required;

(c) For average month-end escrow trust account balances of more than two hundred fifty thousand dollars ($250,000) but not more than five hundred thousand dollars ($500,000), a surety bond in the amount of one hundred thousand dollars ($100,000) is required;

(d) For average month-end escrow trust account balances of more than five hundred thousand dollars ($500,000) but not more than seven hundred fifty thousand dollars ($750,000), a surety bond in the amount of one hundred fifty thousand dollars ($150,000) is required;

(e) For average month-end escrow trust account balances of more than seven hundred fifty thousand dollars ($750,000) but not more than one million dollars ($1,000,000), a surety bond in the amount of two hundred thousand dollars ($200,000) is required;

(f) For average month-end escrow trust account balances of more than one million dollars ($1,000,000), a surety bond in the amount of two hundred fifty thousand dollars ($250,000) is required.

(4) The escrow agency licensee shall place on file with the director the surety bond and proof of its errors and omissions coverage and its fidelity bond, which bonds and insurance coverage shall be continuous during the period of licensure of the licensee whether or not the bond is renewed, continued, reinstated, reissued, or otherwise extended, replaced or modified, including increases or decreases in the penal sum. The surety upon the bond shall not be liable in an aggregate amount exceeding the penal sum set forth on the face of the bond.

(5) The surety bond shall name as beneficiaries:

(a) The state, for payment of any costs incurred and charges made in connection with any escrow agency's insolvency or default, including costs and charges relating to an examination and receivership of any escrow agency; and

(b) Any person who has a claim against the surety on the bonds based on any default or violation of any duty or obligation of the escrow agency.

(6) In lieu of the bonds required by this section, a certificate of deposit issued by a financial institution authorized to conduct business in Idaho and made payable to the director may be provided to the director in the same principal amount as required for the bonds. The interest on the certificate of deposit shall be payable to the escrow agency licensee. The certificate of deposit shall be maintained at all times during which the licensee is authorized to engage in business as an escrow agency under this chapter, and must provide that it will remain in effect for at least three (3) years following discontinuance of operations unless released earlier by the director.

(7) The director may, in the public interest and for good cause shown, waive or modify any requirements of this section.

History:

[30-909, added 2005, ch. 236, sec. 2, p. 720.]
Idaho Code § 30-14-510 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-510
30-14-510 RESCISSION OFFERS.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-510. Rescission offers. A purchaser, seller, or recipient of investment advice may not maintain an action under section 30-14-509, Idaho Code, if:

(a) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(1) An offer stating the respect in which liability under section 30-14-509, Idaho Code, may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this chapter to be furnished to that person at the time of the purchase, sale, or investment advice;

(2) If the basis for relief under this section may have been a violation of section 30-14-509(b), Idaho Code, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;

(3) If the basis for relief under this section may have been a violation of section 30-14-509(c), Idaho Code, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the sale;

(4) If the basis for relief under this section may have been a violation of section 30-14-509(d), Idaho Code; and if the customer is a purchaser, an offer to pay as specified in subsection (b) of this section; or, if the customer is a seller, an offer to tender or to pay as specified in subsection (c) of this section;

(5) If the basis for relief under this section may have been a violation of section 30-14-509(e), Idaho Code, an offer to reimburse in cash the consideration paid for the advice and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of payment; or

(6) If the basis for relief under this section may have been a violation of section 30-14-509(f), Idaho Code, an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the violation causing the loss;

(b) The offer under subsection (a)(1) of this section states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the administrator, by order, specifies;

(c) The offeror has the present ability to pay the amount offered or to tender the security under subsection (a)(1) of this section;

(d) The offer under subsection (a)(1) of this section is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(e) The purchaser, seller, or recipient of investment advice that accepts the offer under subsection (a)(1) of this section in a record within the period specified under subsection (a)(2) of this section is paid in accordance with the terms of the offer.

History:

[30-14-510, added 2004, ch. 45, sec. 2, p. 214.]
Idaho Code § 30-21-102 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-102
30-21-102 DEFINITIONS.
Status: in_force

PART 1

PRELIMINARY PROVISIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

(11) "Entity":

(A) Means:

(i) A business corporation;

(ii) A nonprofit corporation;

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

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

(v) A limited liability company;

(vi) A general cooperative association;

(vii) A limited cooperative association;

(viii) An unincorporated nonprofit association;

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

(x) Any other person that has:

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

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

(B) Does not include:

(i) An individual;

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

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

(iv) A decedent's estate; or

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

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

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

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

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

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

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

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

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

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

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

(19) "Governor" means:

(A) A director of a business corporation;

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

(C) A general partner of a general partnership;

(D) A general partner of a limited partnership;

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

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

(G) A director of a general cooperative association;

(H) A director of a limited cooperative association;

(I) A manager of an unincorporated nonprofit association;

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

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

(20) "Interest" means:

(A) A share in a business corporation;

(B) A membership in a nonprofit corporation;

(C) A governance interest in a general partnership;

(D) A governance interest in a limited partnership;

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

(F) A share in a general cooperative association;

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

(H) A membership in an unincorporated nonprofit association;

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

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

(21) "Interest holder" means:

(A) A shareholder of a business corporation;

(B) A member of a nonprofit corporation;

(C) A general partner of a general partnership;

(D) A general partner of a limited partnership;

(E) A limited partner of a limited partnership;

(F) A member of a limited liability company;

(G) A shareholder of a general cooperative association;

(H) A member of a limited cooperative association;

(I) A member of an unincorporated nonprofit association;

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

(K) Any other direct holder of an interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(A) The bylaws of a business corporation;

(B) The bylaws of a nonprofit corporation;

(C) The partnership agreement of a general partnership;

(D) The partnership agreement of a limited partnership;

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

(F) The bylaws of a general cooperative association;

(G) The bylaws of a limited cooperative association;

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

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

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

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

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

(B) Other professional entities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(50) "Transfer" includes:

(A) An assignment;

(B) A conveyance;

(C) A sale;

(D) A lease;

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

(F) A gift; and

(G) A transfer by operation of law.

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

(A) Recognized at common law; or

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

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

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

History:

[30-21-102, added 2015, ch. 243, sec. 7, p. 758.]
Idaho Code § 30-23-601 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-601
30-23-601 EVENTS CAUSING DISSOCIATION.
Status: in_force

PART 6

DISSOCIATION

30-23-601. EVENTS CAUSING DISSOCIATION. A person is dissociated as a partner when:

(1) The partnership has notice of the person's express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;

(2) An event stated in the partnership agreement as causing the person's dissociation occurs;

(3) The person is expelled as a partner pursuant to the partnership agreement;

(4) The person is expelled as a partner by the affirmative vote or consent of all the other partners if:

(A) It is unlawful to carry on the partnership business with the person as a partner;

(B) There has been a transfer of all of the person's transferable interest in the partnership other than:

(i) A transfer for security purposes; or

(ii) A charging order in effect under section 30-23-504, Idaho Code, that has not been foreclosed;

(C) The person is an entity and:

(i) The partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and

(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded or revoked or the person's charter or the equivalent or right to conduct business has not been reinstated; or

(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;

(5) On application by the partnership or another partner, the person is expelled as a partner by judicial order because the person:

(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's business;

(B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under section 30-23-409, Idaho Code; or

(C) Has engaged or is engaging in conduct relating to the partnership's business which makes it not reasonably practicable to carry on the business with the person as a partner;

(6) The person:

(A) Becomes a debtor in bankruptcy;

(B) Executes an assignment for the benefit of creditors; or

(C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property;

(7) In the case of an individual:

(A) The individual dies;

(B) A guardian or general conservator for the individual is appointed; or

(C) A court orders that the individual has otherwise become incapable of performing the individual's duties as a partner under this chapter or the partnership agreement;

(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the partnership is distributed;

(9) In the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the partnership is distributed;

(10) In the case of a person that is not an individual, the existence of the person terminates;

(11) The partnership participates in a merger under chapter 22, title 30, Idaho Code, and:

(A) The partnership is not the surviving entity; or

(B) Otherwise as a result of the merger, the person ceases to be a partner;

(12) The partnership participates in an interest exchange under chapter 22, title 30, Idaho Code, and, as a result of the interest exchange, the person ceases to be a partner;

(13) The partnership participates in a conversion under chapter 22, title 30, Idaho Code;

(14) The partnership participates in a domestication under chapter 22, title 30, Idaho Code, and, as a result of the domestication, the person ceases to be a partner;

(15) The partnership dissolves and completes winding up;

(16) In the case of a professional entity, restrictions or limitations are placed upon a partner's ability to continue to render professional services.

History:

[30-23-601, added 2015, ch. 243, sec. 28, p. 825; am. 2020, ch. 82, sec. 26, p. 198.]
Idaho Code § 30-14-602 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-602
30-14-602 INVESTIGATIONS AND SUBPOENAS.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-602. Investigations and subpoenas. (a) Authority to investigate. The administrator may:

(1) Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a rule adopted or an order issued under this chapter, or to aid in the enforcement of this chapter or in the adoption of rules and forms under this chapter;

(2) Require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the administrator determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and

(3) Publish a record concerning an action, proceeding, or an investigation under, or a violation of, this chapter or a rule adopted or an order issued under this chapter if the administrator determines it is necessary or appropriate in the public interest and for the protection of investors.

(b) Administrator powers to investigate. For the purpose of an investigation or proceeding under this chapter, the administrator or its designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the administrator considers relevant or material to the investigation or proceeding.

(c) Procedure and remedies for noncompliance. If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the administrator under this chapter, the administrator may apply to any court of competent jurisdiction or a court of another state for an order to enforce compliance. The court may:

(1) Hold the person in contempt;

(2) Order the person to appear before the administrator;

(3) Order the person to testify about the matter under investigation or in question;

(4) Order the production of records;

(5) Grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;

(6) Impose a civil penalty of not less than five hundred dollars ($500) and not greater than five thousand dollars ($5,000) for each violation; and

(7) Grant any other necessary or appropriate relief.

(d) Application for relief. This section does not preclude a person from applying to any court of competent jurisdiction or a court of another state for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.

(e) Use immunity procedure. An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the administrator under this chapter or in an action or proceeding instituted by the administrator under this chapter on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual's privilege against self-incrimination, the administrator may apply to any court of competent jurisdiction to compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order.

(f) Assistance to securities regulator of another jurisdiction. At the request of a law enforcement or other governmental or regulatory agency or self-regulatory organization, the administrator may provide assistance if the requesting entity states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The administrator may provide the assistance by using the authority to investigate and the powers conferred by this section as the administrator determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this chapter or other law of this state if occurring in this state. In deciding whether to provide the assistance, the administrator may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state, federal or foreign jurisdiction to the administrator on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the administrator to carry out the request for assistance.

History:

[30-14-602, added 2004, ch. 45, sec. 2, p. 216.]
Idaho Code § 30-21-414 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-414
30-21-414 JURISDICTION AND VENUE.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-414. JURISDICTION AND VENUE. The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity.

History:

[30-21-414, added 2015, ch. 243, sec. 10, p. 775.]
Idaho Code § 30-206 — Idaho Code / Title 30 / Chapter 2 / Section 30-206
30-206 PLACE OF SALE.
Status: in_force

30-206. Place of sale. The sale of any franchise under execution must be made in the county in which the person, firm, association, company, or corporation has its principal place of business.

History:

[(30-206) R.S., sec. 2647; reen. R.C. & C.L., sec. 2783; C.S., sec. 4766; I.C.A., sec. 29-206; am. 1941, ch. 102, sec. 6, p. 183.]
Idaho Code § 30-29-141 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-141
30-29-141 NOTICES AND OTHER COMMUNICATIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-141. Notices and other communications. (a) Notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

(b) A notice or other communication may be given by any method of delivery, except that electronic transmissions must be in accordance with this section. If the methods of delivery are impracticable, notice or other communication may be given by means of a broad non-exclusionary distribution to the public that may include a newspaper of general circulation in the area where published, radio, television, or other methods of distribution that the corporation has previously identified to its shareholders.

(c) Notice or other communication to a domestic corporation or to a foreign corporation registered to do business in this state may be delivered to the corporation's registered agent at its registered office or to the secretary at the corporation's principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its foreign registration statement.

(d) A notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j) of this section.

(e) Any consent under subsection (d) of this section may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if the corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with such consent, and such inability becomes known to the secretary or an assistant secretary or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when:

(1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and

(2) It is in a form capable of being processed by that system.

(g) Receipt of an electronic acknowledgment from an information processing system described in subsection (f)(1) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(h) An electronic transmission is received under this section even if no person is aware of its receipt.

(i) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) If in a physical form, the earliest of when it is actually received, or when it is left at:

(i) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under section 30-29-1601(d), Idaho Code;

(ii) A director's residence or usual place of business; or

(iii) The corporation's principal office;

(2) If mailed postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail;

(3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received, or:

(i) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or

(ii) Five (5) days after it is deposited in the United States mail;

(4) If an electronic transmission, when it is received as provided in subsection (f) of this section; and

(5) If oral, when communicated.

(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if the electronic transmission is otherwise retrievable in perceivable form, and the sender and the recipient have consented in writing to the use of such form of electronic transmission.

(k) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(l) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by section 102(a)(2) of that federal act.

History:

[30-29-141, added 2015, ch. 243, sec. 56, p. 905; am. 2019, ch. 90, sec. 4, p. 229.]
Idaho Code § 30-23-107 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-107
30-23-107 PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF PARTNERSHIP.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-107. PARTNERSHIP AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF PARTNERSHIP. (a) A partnership 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 partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under section 30-23-504(b)(2), Idaho Code, to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

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

(2) Is not effective to the extent the amendment:

(A) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or

(B) Prejudices the rights under section 30-23-701, Idaho Code, of a person that dissociated as a partner before the amendment was made.

(c) If a record delivered by a partnership to the secretary of state for filing becomes effective under this chapter and contains a provision that would be ineffective under section 30-23-105(c) or (d)(3), Idaho Code, if contained in the partnership agreement, the provision is ineffective in the record.

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

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

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

History:

[30-23-107, added 2015, ch. 243, sec. 23, p. 810; am. 2020, ch. 82, sec. 20, p. 194.]
Idaho Code § 30-24-109 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-109
30-24-109 DUAL CAPACITY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-109. DUAL CAPACITY. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.

History:

[30-24-109, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 30-23-704 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-704
30-23-704 STATEMENT OF DISSOCIATION.
Status: in_force

PART 7

PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

30-23-704. STATEMENT OF DISSOCIATION. (a) A person dissociated as a partner or the partnership may deliver to the secretary of state for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership.

(b) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of section 30-23-303(d) and (e), Idaho Code.

History:

[30-23-704, added 2015, ch. 243, sec. 29, p. 829.]
Idaho Code § 30-1905 — Idaho Code / Title 30 / Chapter 19 / Section 30-1905
30-1905 ESTABLISHING FAIR MARKET VALUE OF TOTAL GROSS ASSETS.
Status: in_force

30-1905. establishing fair market value of total gross assets. (1) A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 30-1904, Idaho Code, through any method reasonable under the circumstances, including:

(a) By reference to the going concern value of the assets or to the purchase price attributable to or paid for the assets in an arms-length transaction; or

(b) In the absence of other readily available information from which the fair market value can be determined, by reference to the value of the assets recorded on a balance sheet.

(2) Total gross assets include intangible assets.

(3) To the extent total gross assets include any liability insurance that was issued to the transferor whose assets are being valued for purposes of this section, the applicability, terms, conditions and limits of such insurance shall not be affected by this statute, nor shall this statute otherwise affect the rights and obligations of an insurer, transferor or successor under any insurance contract and/or any related agreements, including, without limitation, preenactment settlements resolving coverage-related disputes, and the rights of an insurer to seek payment for applicable deductibles, retrospective premiums or self-insured retentions or to seek contribution from a successor for uninsured or self-insured periods or periods where insurance is uncollectible or otherwise unavailable. Without limiting the foregoing, to the extent total gross assets include any such liability insurance, a settlement of a dispute concerning any such liability insurance coverage entered into by a transferor or successor with the insurers of the transferor before the effective date of this act shall be determinative of the total coverage of such liability insurance to be included in the calculation of the transferor's total gross assets.

History:

[30-1905, added 2012, ch. 193, sec. 1, p. 521.]
Idaho Code § 30-22-506 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-506
30-22-506 EFFECT OF DOMESTICATION.
Status: in_force

PART 5

DOMESTICATION

30-22-506. EFFECT OF DOMESTICATION. (a) When a domestication becomes effective:

(1) The domesticated entity is:

(A) Organized under and subject to the organic law of the domesticated entity; and

(B) The same entity without interruption as the domesticating entity;

(2) All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion or impairment;

(3) All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity;

(4) Except as otherwise provided by law or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity;

(5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6) If the domesticated entity is a filing entity, its public organic record is effective;

(7) If the domesticated entity is a limited liability partnership, its statement of qualification is effective simultaneously;

(8) The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective; and

(9) The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights as provided in section 30-22-109, Idaho Code, and the domesticating entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication 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 domesticating entity.

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication 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 domestication becomes effective.

(d) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is subject to the following rules:

(1) The domestication does not discharge any interest holder liability under the organic law of the domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective.

(2) A person does not have interest holder liability under the organic law of the domestic domesticating entity for any debt, obligation, or other liability that arises after the domestication becomes effective.

(3) The organic law of the domestic domesticating 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 domestication had not occurred.

(4) A person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred.

(e) When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law.

(f) If a domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication becomes effective.

(g) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

History:

[30-22-506, added 2015, ch. 243, sec. 21, p. 804.]
Idaho Code § 30-203 — Idaho Code / Title 30 / Chapter 2 / Section 30-203
30-203 ACTIONS BY PURCHASER.
Status: in_force

30-203. Actions by purchaser. The purchaser or his assignee is entitled to recover any penalties imposed by law and recoverable by the person, firm, association, company or corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same and may use the name of the person, firm, association, company, or corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had, is a bar to any subsequent action by or on behalf of the person, firm, association, company, or corporation for the same.

History:

[(30-203) R.S., sec. 2644; reen. R.C. & C.L., sec. 2780; C.S., sec. 4763; I.C.A., sec. 29-203; am. 1941, ch. 102, sec. 3, p. 183.]
Idaho Code § 30-2012 — Idaho Code / Title 30 / Chapter 20 / Section 30-2012
30-2012 PREPARATION OF ANNUAL BENEFIT REPORT.
Status: in_force

30-2012. preparation of annual benefit report. (1) A benefit corporation shall prepare an annual benefit report including the following:

(a) A narrative description of:

(i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;

(ii) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation describe as the purpose of the benefit corporation to create, and the extent to which the specific public benefit was created;

(iii) Any circumstances that hindered the creation by the benefit corporation of either general public benefit or specific public benefit; and

(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.

(b) An assessment of the overall social and environmental performance of the benefit corporation under a third-party standard applied consistently with any application of that standard in prior benefit reports, or accompanied by an explanation of the reasons for any inconsistent application, or the change to that standard from the one used in the immediate prior report.

(c) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.

(d) The compensation paid by the benefit corporation during the year to each director in the capacity of a director.

(e) The opinion of the benefit director described in section 30-2008(3), Idaho Code.

(f) A statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.

(g) If the benefit corporation has dispensed with or restricted the discretion or powers of the board of directors, a description of the persons who exercise the powers, duties, and rights and who have the immunities of the board of directors, and the benefit director.

(2) If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal or removal, the benefit report shall include that correspondence as an exhibit.

(3) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required in subsection (1) of this section needs to be audited or certified by a third party.

History:

[30-2012, added 2015, ch. 217, sec. 1, p. 679.]
Idaho Code § 30-24-112 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-112
30-24-112 APPLICATION TO EXISTING RELATIONSHIPS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-24-112. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only:

(1) A limited partnership formed on or after July 1, 2015; and

(2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before July 1, 2015, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

(b) Except as otherwise provided in subsections (c) and (d) of this section, on and after July 1, 2017, this chapter governs all limited partnerships.

(c) With respect to a limited partnership formed before July 1, 2006, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 30-24-110(c), Idaho Code, does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2006.

(2) The limited partnership is not required to amend its certificate of limited partnership to comply with section 30-24-201(b)(5), Idaho Code.

(3) Sections 30-24-601 and 30-24-602, Idaho Code, do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2006.

(4) Section 30-24-603(4), Idaho Code, does not apply.

(5) Section 30-24-603(5), Idaho Code, does not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2006.

(6) Section 30-24-801(a)(3) and (4), Idaho Code, does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2006.

(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:

(1) Before July 1, 2017, to:

(A) A third party that had not done business with the limited partnership in the year before the election took effect; and

(B) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and

(2) On and after July 1, 2017, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B) of this subsection.

History:

[30-24-112, added 2015, ch. 243, sec. 33, p. 843.]
Idaho Code § 30-910 — Idaho Code / Title 30 / Chapter 9 / Section 30-910
30-910 CANCELLATION OF FIDELITY BOND, SURETY BOND, OR BOTH — NEW BOND REQUIRED.
Status: in_force

30-910. Cancellation of fidelity bond, surety bond, or both — New bond required. Prior to cancellation of either the fidelity bond or the surety bond required by section 30-909, Idaho Code, or both, the escrow agency licensee shall file with the director satisfactory evidence of a new bond in the appropriate amount with no lapse in coverage from the canceled bond. Failure to do so shall be grounds for the suspension or revocation of the escrow agency's license.

History:

[30-910, added 2005, ch. 236, sec. 2, p. 722.]
Idaho Code § 30-934 — Idaho Code / Title 30 / Chapter 9 / Section 30-934
30-934 SEVERABILITY.
Status: in_force

30-934. Severability. The provisions of this act are hereby declared to be severable, and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of the remaining portions of this act.

History:

[30-934, added 2005, ch. 236, sec. 2, p. 726.]
Idaho Code § 30-1609 — Idaho Code / Title 30 / Chapter 16 / Section 30-1609
30-1609 REDEMPTION.
Status: in_force

30-1609. Redemption. (1) Unless otherwise expressly provided in the articles or in bylaws of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:

(a) An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition; or

(b) An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 30-1607(2), Idaho Code.

(2) The issuing public corporation shall give the call for redemption within thirty (30) days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty (60) days after the call is given.

History:

[30-1609, added 1988, ch. 84, sec. 2, p. 156.]
Idaho Code § 30-29-858 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-858
30-29-858 VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-858. VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS. (a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 30-29-851, Idaho Code, or advance funds to pay for or reimburse expenses in accordance with section 30-29-853(c), Idaho Code. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 30-29-853(c), Idaho Code, and in section 30-29-855(c), Idaho Code. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 30-29-853, Idaho Code, to the fullest extent permitted by law, unless the provision expressly provides otherwise.

(b) A right of indemnification or to advances for expenses created by sections 30-29-850 through 30-29-859, Idaho Code, or under subsection (a) of this section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection (a) of this section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

(c) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise expressly provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 30-22-206(a)(4), Idaho Code.

(d) Subject to the provisions of subsection (b) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 30-29-850 through 30-29-859, Idaho Code.

(e) Sections 30-29-850 through 30-29-859, Idaho Code, do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.

(f) Sections 30-29-850 through 30-29-859, Idaho Code, do not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

History:

[30-29-858, added 2015, ch. 243, sec. 63, p. 938; am. 2019, ch. 90, sec. 106, p. 285.]
Idaho Code § 30-30-1105 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1105
30-30-1105 FINANCIAL STATEMENTS FOR MEMBERS.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1105. Financial statements for members. (1) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(2) If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(a) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

History:

[30-30-1105, added 2015, ch. 243, sec. 84, p. 1005.]
Idaho Code § 30-1516 — Idaho Code / Title 30 / Chapter 15 / Section 30-1516
30-1516 SCOPE.
Status: in_force

30-1516. Scope. (1) Sections 30-1502, 30-1505 and 30-1506, Idaho Code, apply to persons who sell or offer to sell when:

(a) An offer to sell is made in this state, or

(b) An offer to buy is made and accepted in this state.

(2) Sections 30-1502, 30-1505 and 30-1506, Idaho Code, apply to persons who buy or offer to buy when:

(a) An offer to buy is made in this state, or

(b) An offer to sell is made and accepted in this state.

(3) For the purposes of this section, an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer:

(a) Originates from this state, or

(b) Is directed by the offeror to this state and received at the place to which it is directed or at any post office in this state in the case of a mailed offer.

(4) For the purpose of this section, an offer to buy or to sell is accepted in this state when acceptance:

(a) Is communicated to the offeror in this state, and

(b) Has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state, reasonably believing the offeror to be in this state and it is received at the place to which it is directed or at any post office in this state in the case of a mailed acceptance.

(5) An offer to sell or to buy is not made in this state when:

(a) The publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in this state, or which is published in this state, but more than two-thirds of the publication's circulation has been outside this state during the previous twelve (12) months, or

(b) A radio or television program originating outside this state is received in this state.

History:

[30-1516, added 1989, ch. 414, sec. 1, p. 1015.]
Idaho Code § 30-21-304 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-304
30-21-304 REGISTRATION OF NAME.
Status: in_force

PART 3

NAME OF ENTITY

30-21-304. registration of name. (a) A foreign filing entity or foreign limited liability partnership not registered to do business in this state under part 5 of this chapter may register its name, or an alternate name adopted pursuant to section 30-21-506, Idaho Code, if the name is distinguishable on the records of the secretary of state from the names that are not available under section 30-21-301, Idaho Code.

(b) To register its name or an alternate name adopted pursuant to section 30-21-506, Idaho Code, a foreign filing entity or foreign limited liability partnership must deliver to the secretary of state for filing an application stating the entity's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 30-21-506, Idaho Code. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant's exclusive use.

(c) The registration of a name under this section is effective for one (1) year after the date of registration.

(d) A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one (1) year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one (1) year period.

(e) A foreign filing entity or foreign limited liability partnership whose name registration is effective may register as a foreign filing entity or foreign limited liability partnership under the registered name or consent in a signed record to the use of that name by another entity.

History:

[30-21-304, added 2015, ch. 243, sec. 9, p. 770.]
Idaho Code § 30-29-1405 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1405
30-29-1405 EFFECT OF DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1405. effect of dissolution. (a) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Making distributions of its remaining assets among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities;

(3) Subject its directors or officers to standards of conduct different from those prescribed in part 8 of this chapter;

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(7) Terminate the authority of the registered agent of the corporation.

(c) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.

History:

[30-29-1405, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 149, p. 321.]
Idaho Code § 30-204 — Idaho Code / Title 30 / Chapter 2 / Section 30-204
30-204 EFFECT OF SALE.
Status: in_force

30-204. Effect of sale. The person, firm, association, company, or corporation whose franchise is sold, as in this chapter provided, in all other respects retains the same powers, is bound to discharge the same duties, and is liable to the same penalties and forfeitures as before such sale.

History:

[(30-204) R.S., sec. 2645; reen. R.C. & C.L., sec. 2781; C.S., sec. 4764; I.C.A., sec. 29-204; am. 1941, ch. 102, sec. 4, p. 183.]
Idaho Code § 30-30-710 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-710
30-30-710 CLASS VOTING BY MEMBERS ON AMENDMENTS TO BYLAWS.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-710. Class voting by members on amendments to bylaws. (1) If the members of a class in a corporation are entitled to vote as a class on amendments to the bylaws, they may vote as a class on a proposed amendment to the bylaws if the amendment would:

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

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

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

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

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

(f) Authorize a new class of memberships.

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

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

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

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

History:

[30-30-710, added 2015, ch. 243, sec. 80, p. 997.]
Idaho Code § 30-2002 — Idaho Code / Title 30 / Chapter 20 / Section 30-2002
30-2002 DEFINITIONS.
Status: in_force

30-2002. DEFINITIONS. In this chapter:

(1) "Benefit corporation" means a business corporation that has elected to become subject to this chapter and the status of which as a benefit corporation has not been terminated.

(2) "Benefit director" means the director designated as the benefit director of a benefit corporation under section 30-2008, Idaho Code.

(3) "Benefit enforcement proceeding" means any claim, action or proceeding for failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose as set forth in its articles, or violation of any obligation, duty or standard of conduct under this chapter.

(4) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under section 30-2010, Idaho Code.

(5) "General public benefit" means a material positive impact on society and the environment, taken as a whole, as assessed under a third-party standard, resulting from the business and operations of a benefit corporation.

(6) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation; provided however, that serving as a benefit director or benefit officer does not by itself preclude a person from being independent. A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if any of the following apply:

(a) The individual is or has been within the last three (3) years an employee other than a benefit officer of the benefit corporation or a subsidiary.

(b) An immediate family member of the individual is or has been within the last three (3) years an executive officer other than a benefit officer of the benefit corporation or a subsidiary.

(c) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:

(i) The individual; or

(ii) An entity:

1. Of which the individual is a director, an officer or a manager; or

2. In which the individual owns beneficially or of record five percent (5%) or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

(7) "Minimum status vote" means:

(a) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

(i) The shareholders of every class or series shall be entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.

(ii) The corporate action must be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action.

(b) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:

(i) The holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.

(ii) The action must be approved by vote or consent of the holders entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action.

(8) "Publicly traded corporation" means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one (1) or more members of a national securities association.

(9) "Specific public benefit" includes:

(a) Providing low-income or underserved individuals or communities with beneficial products or services;

(b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

(c) Protecting or restoring the environment;

(d) Improving human health;

(e) Promoting the arts, sciences or advancement of knowledge;

(f) Increasing the flow of capital to entities with a purpose to benefit society or the environment; or

(g) Conferring any other particular benefit on society or the environment.

(10) "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

(11) "Third-party standard" means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is:

(a) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in section 30-2007(1), Idaho Code;

(b) Developed by an entity that is not controlled by the benefit corporation;

(c) Credible in that it is developed by an entity that both has access to necessary expertise to assess overall corporate social and environmental performance, and uses a balanced multi-stakeholder approach to develop the standard, including a reasonable public comment period; and

(d) Transparent in that information about the standard is publicly available, including information about:

(i) The criteria and weighting of such criteria used in the standard;

(ii) The identity of those who developed or revised the standard; and

(iii) An accounting of the revenue and sources of financial support for the entity that developed the standard, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

History:

[30-2002, added 2015, ch. 217, sec. 1, p. 673.]
Idaho Code § 30-913 — Idaho Code / Title 30 / Chapter 9 / Section 30-913
30-913 UNLAWFUL ACTS.
Status: in_force

30-913. Unlawful acts. Any person, except a person exempt under section 30-905, Idaho Code, who engages in activity as an escrow agency without first obtaining a license in accordance with this chapter, shall be guilty of a felony. Such person is also subject to a civil penalty in an amount no greater than five thousand dollars ($5,000) for each violation of this chapter or rule or order thereunder, in addition to other sanctions allowed by law.

History:

[30-913, added 2005, ch. 236, sec. 2, p. 722.]
Idaho Code § 30-903 — Idaho Code / Title 30 / Chapter 9 / Section 30-903
30-903 LICENSE REQUIRED.
Status: in_force

30-903. License required. (1) It shall be unlawful for any person to directly or indirectly engage in or carry on, or purport to engage in or carry on, the business of, or act in the capacity of, an escrow agency in or from Idaho without first obtaining a license under this chapter.

(2) The requirements of this chapter shall also apply to any escrow transaction effecting the sale, transfer, encumbrance or lease to another person of any real or personal property located in Idaho.

History:

[30-903, added 2005, ch. 236, sec. 2, p. 718.]
Idaho Code § 30-22-302 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-302
30-22-302 PLAN OF INTEREST EXCHANGE.
Status: in_force

PART 3

INTEREST EXCHANGE

30-22-302. PLAN OF INTEREST EXCHANGE. (a) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain:

(1) The name and type of entity of the acquired entity;

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

(3) The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

(4) Any proposed amendments to:

(A) The public organic record, if any, of the acquired entity; and

(B) The private organic rules of the acquired entity that are, or are proposed to be, in a record;

(5) The other terms and conditions of the interest exchange; and

(6) Any other provision required by the law of this state or the organic rules of the acquired entity.

(b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.

History:

[30-22-302, added 2015, ch. 243, sec. 19, p. 794.]
Idaho Code § 30-29-1404 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1404
30-29-1404 REVOCATION OF DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1404. REVOCATION OF DISSOLUTION. (a) A corporation may revoke its dissolution within one hundred twenty (120) days after its effective date.

(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) If shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.

(d) The articles of revocation of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code.

(e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.

History:

[30-29-1404, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 148, p. 321.]
Idaho Code § 30-30-511 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-511
30-30-511 QUORUM REQUIREMENTS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-511. Quorum requirements. (1) Unless this act, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors at a meeting of members to constitute a quorum on that matter.

(2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.

(3) A bylaw amendment to increase the quorum required for any member action must be approved by the members.

(4) Unless one-third (1/3) or more of the voting power is present in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

History:

[30-30-511, added 2015, ch. 243, sec. 78, p. 982; am. 2021, ch. 191, sec. 1, p. 520.]
Idaho Code § 30-25-602 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-602
30-25-602 EVENTS CAUSING DISSOCIATION.
Status: in_force

PART 6

DISSOCIATION

30-25-602. EVENTS CAUSING DISSOCIATION. A person is dissociated as a member when:

(1) The limited liability company knows or has notice of the person's express will to withdraw as a member, but, if the person has specified a withdrawal date later than the date the company had known or had notice, on that later date;

(2) An event stated in the operating agreement as causing the person's dissociation occurs;

(3) The person's entire interest is transferred in a foreclosure sale under section 30-25-503(f), Idaho Code;

(4) The person is expelled as a member pursuant to the operating agreement;

(5) The person is expelled as a member by the affirmative vote or consent of all the other members if:

(A) It is unlawful to carry on the limited liability company's activities and affairs with the person as a member;

(B) There has been a transfer of all the person's transferable interest in the company, other than:

(i) A transfer for security purposes; or

(ii) A charging order in effect under section 30-25-503, Idaho Code, that has not been foreclosed;

(C) The person is an entity and:

(i) The company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and

(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or

(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;

(6) On application by the limited liability company or a member in a direct action under section 30-25-801, Idaho Code, the person is expelled as a member by judicial order because the person:

(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs;

(B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under section 30-25-409, Idaho Code; or

(C) Has engaged or is engaging in conduct relating to the company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;

(7) In the case of an individual:

(A) The individual dies; or

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

(i) A guardian or general conservator for the individual is appointed; or

(ii) A court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement;

(8) In a member-managed limited liability company, the person:

(A) Becomes a debtor in bankruptcy;

(B) Executes an assignment for the benefit of creditors; or

(C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property;

(9) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed;

(10) In the case of a person who is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed;

(11) In the case of a person that is not an individual, the existence of the person terminates;

(12) The limited liability company participates in a merger under chapter 22, title 30, Idaho Code, and:

(A) The company is not the surviving entity; or

(B) Otherwise as a result of the merger, the person ceases to be a member;

(13) The limited liability company participates in an interest exchange under chapter 22, title 30, Idaho Code, and, as a result of the interest exchange, the person ceases to be a member;

(14) The limited liability company participates in a conversion under chapter 22, title 30, Idaho Code;

(15) The limited liability company participates in a domestication under chapter 22, title 30, Idaho Code, and, as a result of the domestication, the person ceases to be a member;

(16) The limited liability company dissolves and completes winding up; or

(17) In the case of a professional entity, restrictions or limitations are placed upon a member's ability to continue to render professional services.

History:

[30-25-602, added 2015, ch. 243, sec. 48, p. 889.]
Idaho Code § 30-24-601 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-601
30-24-601 DISSOCIATION AS LIMITED PARTNER.
Status: in_force

PART 6

DISSOCIATION

30-24-601. DISSOCIATION AS LIMITED PARTNER. (a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.

(b) A person is dissociated as a limited partner when:

(1) The limited partnership knows or has notice of the person's express will to withdraw as a limited partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date;

(2) An event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs;

(3) The person is expelled as a limited partner pursuant to the partnership agreement;

(4) The person is expelled as a limited partner by the affirmative vote or consent of all the other partners if:

(A) It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner;

(B) There has been a transfer of all of the person's transferable interest in the partnership, other than:

(i) A transfer for security purposes; or

(ii) A charging order in effect under section 30-24-703, Idaho Code, which has not been foreclosed;

(C) The person is an entity and:

(i) The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and

(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or

(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;

(5) On application by the limited partnership or a partner in a direct action under section 30-24-901, Idaho Code, the person is expelled as a limited partner by judicial order because the person:

(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's activities and affairs;

(B) Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under section 30-24-305(a), Idaho Code; or

(C) Has engaged or is engaging in conduct relating to the partnership's activities and affairs that makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;

(6) In the case of an individual, the individual dies;

(7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed;

(8) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed;

(9) In the case of a person that is not an individual, the existence of the person terminates;

(10) The limited partnership participates in a merger under chapter 22, title 30, Idaho Code, and:

(A) The partnership is not the surviving entity; or

(B) Otherwise as a result of the merger, the person ceases to be a limited partner;

(11) The limited partnership participates in an interest exchange under chapter 22, title 30, Idaho Code, and as a result of the interest exchange, the person ceases to be a limited partner;

(12) The limited partnership participates in a conversion under chapter 22, title 30, Idaho Code;

(13 The limited partnership participates in a domestication under chapter 22, title 30, Idaho Code, and as a result of the domestication, the person ceases to be a limited partner;

(14) The limited partnership dissolves and completes winding up; or

(15) In the case of a professional entity, restrictions or limitations are placed upon a limited partner's ability to continue to render professional services.

History:

[30-24-601, added 2015, ch. 243, sec. 38, p. 856.]
Idaho Code § 30-21-212 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-212
30-21-212 DELIVERY BY SECRETARY OF STATE.
Status: in_force

PART 2

FILING

30-21-212. DELIVERY BY SECRETARY OF STATE. Except as otherwise provided by section 30-21-412, Idaho Code, or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it:

(1) In person to the person that submitted it for filing;

(2) To the principal office address of the person;

(3) By means of electronic transmission, pursuant to the uniform electronic transactions act, chapter 50, title 28, Idaho Code;

(4) To another address the person provides to the secretary of state for delivery; or

(5) To the address of the person's registered agent.

History:

[30-21-212, added 2015, ch. 243, sec. 8, p. 766; am. 2017, ch. 144, sec. 1, p. 340.]
Idaho Code § 30-14-508 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-508
30-14-508 CRIMINAL PENALTIES.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-508. Criminal penalties. (a) Criminal penalties. A person that willfully violates this chapter, or a rule adopted or an order issued under this chapter, except section 30-14-504, Idaho Code, or the notice filing requirements of section 30-14-302 or 30-14-405, Idaho Code, or that willfully violates section 30-14-505, Idaho Code, knowing the statement made to be false or misleading in a material respect, shall be guilty of a felony and upon conviction, shall be fined not more than ten thousand dollars ($10,000) or imprisoned not more than five (5) years, or both. An individual convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.

(b) A person that willfully violates section 30-14-501 or 30-14-502(a), Idaho Code, and in connection with that violation, the violator knowingly accepts any money representing:

(1) Equity in a person's home;

(2) A withdrawal from any individual retirement account or similar retirement account; or

(3) A withdrawal from any qualified retirement plan as defined in the Internal Revenue Code,

shall upon conviction be punished by imprisonment for not less than three (3) years or more than fifteen (15) years if, at the time the crime was committed, the property, money or thing unlawfully obtained or sought to be obtained was worth ten thousand dollars ($10,000) or more.

(c) If, in the commission of an offense described in subsection (a) or (b) of this section, the victim is an elder or dependent adult, and the violator has knowledge that the victim is an elder or dependent adult, the defendant shall receive an additional term of imprisonment as follows:

(1) Three (3) years if the victim is under seventy (70) years of age.

(2) Five (5) years if the victim is seventy (70) years of age or older.

(d) As used in this section, "elder" means any person who is sixty-five (65) years of age or older.

(e) As used in this section, "dependent adult" means any person who is between the ages of eighteen (18) and sixty-four (64) years, who has physical or mental limitations which restrict the person's ability to carry out normal activities or to protect the person's rights, including, but not limited to, persons who have physical or developmental disabilities or whose physical or mental abilities have diminished because of age.

(f) No indictment or information may be returned under this chapter more than five (5) years after the alleged violation.

(g) Criminal reference not required. The attorney general or the proper prosecuting attorney with or without a reference from the administrator, may institute criminal proceedings under this chapter.

(h) No limitation on other criminal enforcement. This chapter does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.

History:

[30-14-508, added 2004, ch. 45, sec. 2, p. 210.]
Idaho Code § 30-701 — Idaho Code / Title 30 / Chapter 7 / Section 30-701
30-701 LICENSE TO TAKE TOLLS.
Status: in_force

30-701. License to take tolls. When a corporation is formed for the construction and maintenance of a bridge, ferry, flume or boom, or for two (2) or more of said purposes, it must not take tolls on or for the same until authority is granted therefor by the boards of county commissioners of the county or counties where its flume or abutments, landings or anchorages are situate. But after such authority is granted it may demand and receive such tolls as it is so authorized to take, and may, when necessary, secure the right of way for its flume, and the necessary chutes, raceways, landings, abutments and anchorages under the provisions of the Code of Civil Procedure.

History:

[(30-701) R.S. sec. 2694; reen. R.C. & C.L., sec. 2830; C.S., sec. 4829; I.C.A., sec. 29-701.]
Idaho Code § 30-29-151 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-151
30-29-151 FILINGS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-151. filings. (a) If the defective corporate action ratified under sections 30-29-145 through 30-29-152, Idaho Code, would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect of such defective corporate action and in lieu of a filing otherwise required by this chapter, the corporation shall file articles of validation in accordance with this section, and such articles of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by this chapter.

(b) The articles of validation must set forth:

(1) The defective corporate action that is the subject of the articles of validation including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued, and the date or dates upon which such putative shares were purported to have been issued;

(2) The date of the defective corporate action;

(3) The nature of the failure of authorization in respect of the defective corporate action;

(4) A statement that the defective corporate action was ratified in accordance with section 30-29-147, Idaho Code, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and

(5) The information required by subsection (c) of this section.

(c) The articles of validation must also contain the following information:

(1) If a filing was previously made in respect of the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with section 30-29-147, Idaho Code, the articles of validation must set forth the name, title, and filing date of the filing previously made and any articles of correction to that filing and a statement that a copy of the filing previously made, together with any articles of correction to that filing, is attached as an exhibit to the articles of validation;

(2) If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with section 30-29-147, Idaho Code, the articles of validation must set forth the name, title, and filing date of the filing previously made and any articles of correction to that filing; a statement that a filing containing all of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation; and the date and time that such filing is deemed to have become effective; or

(3) If a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under section 30-29-147, Idaho Code, would have required a filing under any other section of this chapter, the articles of validation must set forth a statement that a filing containing all of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation; and the date and time that such filing is deemed to have become effective.

History:

[30-29-151, added 2019, ch. 90, sec. 14, p. 237.]
Idaho Code § 30-25-501 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-501
30-25-501 NATURE OF TRANSFERABLE INTEREST.
Status: in_force

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-25-501. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

History:

[30-25-501, added 2015, ch. 243, sec. 47, p. 887.]
Idaho Code § 30-14-302 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-302
30-14-302 NOTICE FILING.
Status: in_force

PART 3.

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

30-14-302. Notice filing. (a) Required filing of records. With respect to a federal covered security, as defined in section 18(b)(2) of the securities act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under sections 30-14-201 through 30-14-203, Idaho Code, a rule adopted or an order issued under this chapter may require the filing of any or all of the following records:

(1) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the securities and exchange commission under the securities act of 1933 and a consent to service of process complying with section 30-14-611, Idaho Code, signed by the issuer and the payment of a fee of three hundred dollars ($300) for mutual funds and one hundred dollars ($100) for unit investment trusts;

(2) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the securities act of 1933; and

(3) To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the securities and exchange commission; and

(4) Each series or portfolio of an investment company offering shall be required to make a separate notice filing. Separate notice filings for classes of an investment company are not required as long as classes are used solely as a method of distinguishing payment plans within a series or portfolio.

(b) Notice filing effectiveness and renewal. A notice filing under subsection (a) of this section is effective for one (1) year commencing on the later of the notice filing or the effectiveness of the offering filed with the securities and exchange commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the securities and exchange commission that are required by rule or order under this chapter to be filed and by paying a renewal fee of three hundred dollars ($300) for mutual funds and one hundred dollars ($100) for unit investment trusts. A previously filed consent to service of process complying with section 30-14-611, Idaho Code, may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.

(c) Notice filings for federal covered securities under section 18(b)(4)(D) and (F). With respect to a security that is a federal covered security under section 18(b)(4)(D) and (F) of the securities act of 1933 (15 U.S.C. 77r(b)(4)(D) and (F)), a rule or order under this chapter may require a notice filing by or on behalf of an issuer and may include a copy of form D, or other filing requirements as determined by the director of the department of finance, and the payment of a fee of fifty dollars ($50.00).

(d) Stop orders. Except with respect to a federal covered security under section 18(b)(1) of the securities act of 1933 (15 U.S.C. 77r(b)(1)), if the administrator finds that there is a failure to comply with a notice or fee requirement of this section, the administrator may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the administrator.

History:

[30-14-302, added 2004, ch. 45, sec. 2, p. 185; am. 2012, ch. 65, sec. 3, p. 180; am. 2019, ch. 260, sec. 1, p. 770; am. 2022, ch. 101, sec. 1, p. 346.]
Idaho Code § 30-25-705 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-705
30-25-705 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.
Status: in_force

PART 7

DISSOLUTION AND WINDING UP

30-25-705. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

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

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

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

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

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three (3) years after the publication date of the notice:

(1) A claimant that did not receive notice in a record under section 30-25-704, Idaho Code;

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

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

(d) A claim not barred under this section or section 30-25-704, Idaho Code, may be enforced:

(1) Against a dissolved limited liability company, to the extent of its undistributed assets; and

(2) Except as otherwise provided in section 30-25-706, Idaho Code, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.

History:

[30-25-705, added 2015, ch. 243, sec. 49, p. 893; am. 2021, ch. 321, sec. 10, p. 950.]
Idaho Code § 30-29-722 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-722
30-29-722 PROXIES.
Status: in_force

PART 7

SHAREHOLDERS

30-29-722. proxies. (a) A shareholder may vote the shareholder's shares in person or by proxy.

(b) A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form and if no term is provided, is valid for eleven (11) months unless the appointment is irrevocable under subsection (d) of this section.

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(1) A pledgee;

(2) A person who purchased or agreed to purchase the shares;

(3) A creditor of the corporation who extended it credit under terms requiring the appointment;

(4) An employee of the corporation whose employment contract requires the appointment; or

(5) A party to a voting agreement created under section 30-29-731, Idaho Code.

(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the inspector of election or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

(g) Unless it otherwise provides, an appointment made irrevocable under subsection (d) of this section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to section 30-29-724, Idaho Code, and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

History:

[30-29-722, added 2015, ch. 243, sec. 62, p. 920; am. 2019, ch. 90, sec. 54, p. 258.]
Idaho Code § 30-23-805 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-805
30-23-805 LIABILITY AFTER DISSOLUTION OF PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-805. LIABILITY AFTER DISSOLUTION of partner and person dissociated as general partner. (a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under section 30-23-804(a), Idaho Code, by an act that is not appropriate for winding up the partnership business, the partner is liable:

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

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

(b) Except as otherwise provided in this subsection (c) of this section, if a person dissociated as a partner causes a partnership to incur an obligation under section 30-23-804(b), Idaho Code, the person is liable:

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

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

(c) A person dissociated as a general partner is not liable under this subsection if:

(1) Section 30-23-802(c), Idaho Code, permits the person to participate in winding up; and

(2) The act that causes the partnership to be bound under section 30-23-804(b), Idaho Code, is appropriate for winding up the partnership's business.

History:

[30-23-805, added 2015, ch. 243, sec. 30, p. 832.]
Idaho Code § 30-23-705 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-705
30-23-705 CONTINUED USE OF PARTNERSHIP NAME.
Status: in_force

PART 7

PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

30-23-705. CONTINUED USE OF PARTNERSHIP NAME. Continued use of a partnership name, or the name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.

History:

[30-23-705, added 2015, ch. 243, sec. 29, p. 829.]
Idaho Code § 30-29-822 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-822
30-29-822 NOTICE OF MEETING.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-822. NOTICE OF MEETING. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

History:

[30-29-822, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 85, p. 274.]
Idaho Code § 30-29-1006 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1006
30-29-1006 ARTICLES OF AMENDMENT.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1006. ARTICLES OF AMENDMENT. (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment, which must set forth:

(1) The name of the corporation;

(2) The text of each amendment adopted or the information required by section 30-29-120(d)(5), Idaho Code;

(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself that may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with section 30-29-120(d)(5), Idaho Code;

(4) The date of each amendment's adoption; and

(5) If an amendment:

(i) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;

(ii) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or

(iii) Is being filed pursuant to section 30-29-120(d)(5), Idaho Code, a statement to that effect.

(b) Articles of amendment shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code.

History:

[30-29-1006, added 2015, ch. 243, sec. 65, p. 944; am. 2019, ch. 90, sec. 118, p. 297.]
Idaho Code § 30-1710 — Idaho Code / Title 30 / Chapter 17 / Section 30-1710
30-1710 SHORT TITLE.
Status: in_force

30-1710. Short title. This chapter shall be known and may be cited as the "Business Combination Law."

History:

[30-1710, added 1988, ch. 84, sec. 3, p. 168.]
Idaho Code § 30-21-507 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-507
30-21-507 WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-507. WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state:

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

(2) That the entity is not doing business in this state and that it withdraws its registration to do business in this state;

(3) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and

(4) An address to which service of process may be made under subsection (b) of this section.

(b) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to section 30-21-412, Idaho Code.

History:

[30-21-507, added 2015, ch. 243, sec. 11, p. 778.]
Idaho Code § 30-803 — Idaho Code / Title 30 / Chapter 8 / Section 30-803
30-803 WORKS NOT TO OBSTRUCT HIGHWAYS.
Status: in_force

30-803. Works not to obstruct highways. All waterworks must be so laid and constructed as not to obstruct public highways.

History:

[(30-803) R.S., sec. 2713; am. R.C. & C.L., sec. 2841; C.S., sec. 4844; I.C.A., sec. 29-803.]
Idaho Code § 30-14-608 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-608
30-14-608 UNIFORMITY AND COOPERATION WITH OTHER AGENCIES.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-608. Uniformity and cooperation with other agencies. (a) Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to section 30-14-607, Idaho Code, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the securities and exchange commission, the United States department of justice, the commodity futures trading commission, the federal trade commission, the securities investor protection corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking or insurance regulator, and a governmental law enforcement or regulatory agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.

(b) Policies to consider. In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the administrator shall, in the administrator's discretion, take into consideration in carrying out the public interest the following general policies:

(1) Maximizing effectiveness of regulation for the protection of investors;

(2) Maximizing uniformity in federal and state regulatory standards; and

(3) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

(c) Subjects for cooperation. The cooperation, coordination, consultation, and sharing of records and information authorized by this section include:

(1) Establishing or employing one (1) or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;

(2) Developing and maintaining uniform forms;

(3) Conducting a joint examination or investigation;

(4) Holding a joint administrative hearing;

(5) Instituting and prosecuting a joint civil or administrative proceeding;

(6) Sharing and exchanging personnel;

(7) Coordinating registrations under section 30-14-301, Idaho Code, and sections 30-14-401 through 30-14-404, Idaho Code, and exemptions under section 30-14-203, Idaho Code;

(8) Sharing and exchanging records, subject to section 30-14-607, Idaho Code;

(9) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;

(10) Formulating common systems and procedures;

(11) Notifying the public of proposed rules, forms, statements of policy, and guidelines;

(12) Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and

(13) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

History:

[30-14-608, added 2004, ch. 45, sec. 2, p. 221.]
Idaho Code § 30-14-404 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-404
30-14-404 INVESTMENT ADVISER REPRESENTATIVE REGISTRATION REQUIREMENT AND EXEMPTIONS.
Status: in_force

PART 4.

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

30-14-404. Investment adviser representative registration requirement and exemptions. (a) Registration requirement. It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b) of this section.

(b) Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a) of this section:

(1) An individual who is employed by or associated with an investment adviser that is exempt from registration under section 30-14-403(b), Idaho Code, unless the individual has a place of business in this state or is not an investment adviser representative as defined by this chapter; and

(2) Any other individual exempted by a rule adopted or an order issued under this chapter.

(c) Registration effective only while employed or associated. The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under section 30-14-405, Idaho Code.

(d) Limit on affiliations. An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or an order issued under this chapter prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.

(e) Limits on employment or association. It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred or enjoined from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the securities and exchange commission, or a self-regulatory organization, or a court of competent jurisdiction. Upon request from a federal covered investment adviser and for good cause, the administrator, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) Referral fees. An investment adviser registered under this chapter, a federal covered investment adviser that has filed a notice under section 30-14-405, Idaho Code, or a broker-dealer registered under this chapter, is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this chapter, a federal covered investment adviser who has filed a notice under section 30-14-405, Idaho Code, or a broker-dealer registered under this chapter with which the individual is employed or associated as an investment adviser representative.

History:

[30-14-404, added 2004, ch. 45, sec. 2, p. 198.]
Idaho Code § 30-1902 — Idaho Code / Title 30 / Chapter 19 / Section 30-1902
30-1902 DEFINITIONS.
Status: in_force

30-1902. DEFINITIONS. As used in this section, the following terms shall mean:

(1) "Asbestos claim" means any claim, wherever or whenever made, for damages, losses, indemnification, contribution or other relief arising out of, based on, or in any way related to asbestos, including:

(a) The health effects of exposure to asbestos, including a claim for:

(i) Personal injury or death;

(ii) Mental or emotional injury;

(iii) Risk of disease or other injury; or

(iv) The costs of medical monitoring or surveillance;

(b) Any claim made by, or on behalf of, any person exposed to asbestos, or a representative, spouse, parent, child or other relative of the person; and

(c) Any claim for damage or loss caused by the installation, presence, or removal of asbestos.

(2) "Corporation" means a corporation for profit, including a domestic corporation organized under the laws of this state or a foreign corporation organized under laws other than the laws of this state.

(3) "Successor" means a corporation that assumes or incurs or has assumed or incurred successor asbestos-related liabilities that is a successor and became a successor before January 1, 1972, or is any of that successor corporation's successors.

(4) "Successor asbestos-related liabilities" means any liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, that are related in any way to asbestos claims and were assumed or incurred by a corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related to the merger or consolidation with or into another corporation, or that are related in any way to asbestos claims based on the exercise of control or the ownership of stock of the corporation before the merger or consolidation. The term includes liabilities that, after the time of the merger or consolidation for which the fair market value of total gross assets is determined pursuant to section 30-1905, Idaho Code, were or are paid or otherwise discharged, or committed to be paid or otherwise discharged, by or on behalf of the corporation, or by a successor of the corporation, or by or on behalf of a transferor, in connection with settlements, judgments, or other discharges in this state or another jurisdiction.

(5) "Transferor" means a corporation from which the successor asbestos-related liabilities are or were assumed or incurred.

History:

[30-1902, added 2012, ch. 193, sec. 1, p. 520.]
Idaho Code § 30-23-407 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-407
30-23-407 LIABILITY OF IMPROPER DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-407. LIABILITY OF IMPROPER DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP. (a) Except as provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of section 30-23-406, Idaho Code, and in consenting to the distribution fails to comply with section 30-23-409, Idaho Code, the partner is personally liable to the partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 30-23-406, Idaho Code.

(b) To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other partners, the liability stated in subsection (a) of this section applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.

(c) A person that receives a distribution knowing that the distribution violated section 30-23-406, Idaho Code, is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-23-406, Idaho Code.

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

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

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

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

History:

[30-23-407, added 2015, ch. 243, sec. 26, p. 820.]
Idaho Code § 30-14-501 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-501
30-14-501 GENERAL FRAUD.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-501. General fraud. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

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

(2) To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

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

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

History:

[30-14-501, added 2004, ch. 45, sec. 2, p. 209; am. 2012, ch. 65, sec. 6, p. 185.]
Idaho Code § 30-29-1301 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1301
30-29-1301 DEFINITIONS.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1301. DEFINITIONS. In this part:

(1) "Affiliate" means a person that directly or indirectly through one (1) or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of such person. For purposes of section 30-29-1302(b)(4), Idaho Code, a person is deemed to be an affiliate of its senior executives.

(2) "Beneficial owner" means a person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two (2) or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all shares having voting power of the corporation beneficially owned by any member of the group.

(3) "Corporation" means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in sections 30-29-1322 through 30-29-1331, Idaho Code, includes the survivor of a merger.

(4) "Excluded shares" means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one (1) year before the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(5) "Fair value" means the value of the corporation's shares determined:

(a) Immediately before the effectiveness of the corporate action to which the shareholder objects;

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(c) Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation pursuant to section 30-29-1302(a)(5), Idaho Code.

(6) "Interest" means interest from the date the corporate action becomes effective until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

(7) "Interested person" means a person, or an affiliate of a person, who at any time during the one (1) year period immediately preceding approval by the board of directors of the corporate action:

(a) Was the beneficial owner of twenty percent (20%) or more of the voting power of the corporation, other than as owner of excluded shares;

(b) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of twenty-five percent (25%) or more of the directors to the board of directors of the corporation; or

(c) Was a senior executive or director of the corporation or a senior executive of any affiliate of the corporation, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

(i) Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

(ii) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 30-29-862, Idaho Code; or

(iii) In the case of a director of the corporation who will, in the corporate action, become a director or governor of the acquiror or any of its affiliates, rights and benefits as a director or governor that are provided on the same basis as those afforded by the acquiror generally to other directors or governors of such entity or such affiliate.

(8) "Interested transaction" means a corporate action described in section 30-29-1302(a), Idaho Code, other than a merger pursuant to section 30-29-1105, Idaho Code, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted.

(9) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions.

(10) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer, and any individual in charge of a principal business unit or function.

(11) "Shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

History:

[30-29-1301, added 2015, ch. 243, sec. 68, p. 949; am. 2019, ch. 90, sec. 132, p. 307.]
Idaho Code § 30-29-140 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-140
30-29-140 CHAPTER DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

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

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

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

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

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

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

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

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

(8) "Effective date," when referring to a record filed by the secretary of state, means the time and date determined in accordance with section 30-21-203 or 30-29-123(b), Idaho Code.

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

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

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

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

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

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

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

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

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

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

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

(20) "Individual" means a natural person.

(21) "Interest holder liability" means:

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

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

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

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

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

(22) "Means" denotes an exhaustive definition.

(23) "Membership" [Reserved.]

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

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

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

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

(28) "Shareholder" means a record shareholder.

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

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

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

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

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

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

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

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

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

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

History:

[30-29-140, added 2015, ch. 243, sec. 56, p. 903; am. 2019, ch. 90, sec. 3, p. 226.]
Idaho Code § 30-25-102 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-102
30-25-102 DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-25-102. definitions. (a) In this chapter:

(1) "Certificate of organization" means the certificate required by section 30-25-201, Idaho Code. The term includes the certificate as amended or restated.

(2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-25-402, Idaho Code, that is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

(3) "Distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term:

(A) Includes:

(i) A redemption or other purchase by a limited liability company of a transferable interest; and

(ii) A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs; and

(B) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(4) "Limited liability company" means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30, Idaho Code, or section 30-25-110, Idaho Code.

(5) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 30-25-407(c), Idaho Code.

(6) "Manager-managed limited liability company" means a limited liability company that qualifies under section 30-25-407(a), Idaho Code.

(7) "Member" means a person that:

(A) Has become a member of a limited liability company under section 30-25-401, Idaho Code, or was a member in a company when the company became subject to this chapter under section 30-25-110, Idaho Code; and

(B) Has not dissociated under section 30-25-602, Idaho Code.

(8) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

(9) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 30-25-105(a), Idaho Code. The term includes the agreement as amended or restated.

(10) "Organizer" means a person that acts under section 30-25-201, Idaho Code, to form a limited liability company.

(11) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(12) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under section 30-25-603(a)(3), Idaho Code.

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

(1) "Debtor in bankruptcy" – section 30-21-102(7), Idaho Code.

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

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

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

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

(6) "Principal office" – section 30-21-102(36), Idaho Code.

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

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

(9) "Registered agent" – section 30-21-102(45), Idaho Code.

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

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

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

History:

[30-25-102, added 2015, ch. 243, sec. 43, p. 871.]
Idaho Code § 30-29-202 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-202
30-29-202 ARTICLES OF INCORPORATION.
Status: in_force

PART 2

INCORPORATION

30-29-202. ARTICLES OF INCORPORATION. (a) The articles of incorporation must set forth:

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

(2) The number of shares the corporation is authorized to issue;

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

(4) The name and address of each incorporator.

(b) The articles of incorporation may set forth:

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

(2) Provisions not inconsistent with law regarding:

(i) The purpose or purposes for which the corporation is organized;

(ii) Managing the business and regulating the affairs of the corporation;

(iii) Defining, limiting and regulating the powers of the corporation, its board of directors, and shareholders;

(iv) A par value for authorized shares or classes of shares; or

(v) The imposition of interest holder liability on shareholders;

(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;

(4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(i) The amount of a financial benefit received by a director to which the director is not entitled;

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

(iii) A violation of section 30-29-832, Idaho Code; or

(iv) An intentional violation of criminal law;

(5) A provision permitting or making obligatory indemnification of a director for liability, as defined in section 30-29-850(3), Idaho Code, to any person for any action taken, or any failure to take any action, as a director, except liability for:

(i) Receipt of a financial benefit to which the director is not entitled;

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

(iii) A violation of section 30-29-832, Idaho Code; or

(iv) An intentional violation of criminal law; and

(6) A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one (1) or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 30-29-862, Idaho Code; and may be limited by the authorizing action of the board.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 30-29-120(d), Idaho Code.

(e) As used in this section, "related person" has the meaning specified in section 30-29-860, Idaho Code.

History:

[30-29-202, added 2015, ch. 243, sec. 57, p. 905; am. 2019, ch. 90, sec. 16, p. 239.]
Idaho Code § 30-24-405 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-405
30-24-405 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
Status: in_force

PART 4

GENERAL PARTNERS

30-24-405. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with section 30-24-404, Idaho Code, a general partner may be joined in an action against the limited partnership or named in a separate action.

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

(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 30-24-404, Idaho Code, and:

(1) A judgment based on the same claim has been obtained against the limited 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 general 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 general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 general partner by law or contract independent of the existence of the partnership.

History:

[30-24-405, added 2015, ch. 243, sec. 36, p. 851.]
Idaho Code § 30-30-206 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-206
30-30-206 BYLAWS.
Status: in_force

PART 2

INCORPORATION

30-30-206. BYLAWS. (1) The board of directors or members of a corporation shall adopt the initial bylaws for the corporation.

(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

(3) The patrons of a cooperative corporation, by dealing with the corporation, acknowledge that the terms and provisions of the articles of incorporation and bylaws, as well as policies, rules and regulations, shall constitute and be a contract between the corporation and each patron, and both the corporation and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.

History:

[30-30-206, added 2015, ch. 243, sec. 75, p. 973.]
Idaho Code § 30-29-825 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-825
30-29-825 BOARD COMMITTEES.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-825. board committees. (a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one (1) or more board committees composed exclusively of one (1) or more directors to perform functions of the board of directors.

(b) The establishment of a board committee and appointment of members to it shall be approved by the greater of:

(1) A majority of all the directors in office when the action is taken; or

(2) The number of directors required by the articles of incorporation or bylaws to take action under section 30-29-824, Idaho Code, unless, in either case, this chapter or the articles of incorporation provide otherwise.

(c) Sections 30-29-820 through 30-29-824, Idaho Code, apply to board committees and their members.

(d) A board committee may exercise the powers of the board of directors under section 30-29-801, Idaho Code, to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee may not:

(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(3) Fill vacancies on the board of directors or, subject to subsection (e) of this section, on any board committees; or

(4) Adopt, amend, or repeal bylaws.

(e) The board of directors may appoint one (1) or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.

History:

[30-29-825, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 88, p. 275.]
Idaho Code § 30-14-505 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-505
30-14-505 MISLEADING FILINGS.
Status: in_force

PART 5.

FRAUD AND LIABILITIES

30-14-505. Misleading filings. It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.

History:

[30-14-505, added 2004, ch. 45, sec. 2, p. 210.]
Idaho Code § 30-30-609 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-609
30-30-609 REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-609. Removal of designated or appointed directors. (1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.

(2) Appointed directors:

(a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;

(b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and

(c) A removal is effective when the notice is effective unless the notice specifies a future effective date.

History:

[30-30-609, added 2015, ch. 243, sec. 79, p. 986.]
Idaho Code § 30-23-305 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-305
30-23-305 PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-305. PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT. (a) A 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 partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.

(b) If, in the course of the partnership's business or while acting with actual or apparent authority of the partnership, a 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 partner, the partnership is liable for the loss.

History:

[30-23-305, added 2015, ch. 243, sec. 25, p. 816.]
Idaho Code § 30-22-405 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-405
30-22-405 STATEMENT OF CONVERSION — EFFECTIVE DATE OF CONVERSION.
Status: in_force

PART 4

CONVERSION

30-22-405. STATEMENT OF CONVERSION — EFFECTIVE DATE of conversion. (a) A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing.

(b) A statement of conversion must contain:

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

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

(3) If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;

(4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;

(5) If the converted entity is a domestic filing entity, its public organic record, as an attachment;

(6) If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and

(7) If the converted entity is a foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.

(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.

(d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(e) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this chapter to a statement of conversion refer to the plan of conversion filed under this subsection.

(f) A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.

(g) If the converted entity is a domestic entity, the conversion is effective when the statement of conversion is effective. If the converted entity is a foreign entity, the conversion is effective on the later of:

(1) The date and time provided by the organic law of the converted entity; or

(2) When the statement is effective.

History:

[30-22-405, added 2015, ch. 243, sec. 20, p. 800.]
Idaho Code § 30-21-214 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-214
30-21-214 FEES.
Status: in_force

PART 2

FILING

30-21-214. fees. (a) The secretary of state shall collect the following fees for copying and certifying the copy of any filed record:

(1) Twenty-five cents (25¢) per page for copying; and

(2) Ten dollars ($10.00) for the certification.

(b) The secretary of state shall collect the following fees when an entity filing is delivered for filing:

(1) Statement of merger

(2) Statement of withdrawal

(3) Statement of interest exchange

(4) Statement of abandonment

(5) Statement of conversion

(6) Statement of domestication

(7) Annual report

(8) Articles of incorporation of a business corporation

(9) Articles of incorporation of a nonprofit corporation

(10) Statement of qualification of a limited liability partnership

.

(11) Certificate of amendment to certificate of assumed business name

.

(12) Certificate of amendment to certificate of assumed business name with only an address change

(13) Certificate of assumed business name

(14) Certificate of cancellation of a certificate of assumed business name

(15) Certificate of limited partnership of a limited partnership

.

(16) Certificate of organization of a limited liability company

.

(17) Other public organic documents or a statement not otherwise specified herein

(18) Commercial registered agent listing statement

(19) Commercial registered agent termination statement

(20) Commercial registered agent statement of change

(21) Registered agent statement of resignation

(22) Statement designating a registered agent

(23) Foreign entity registration statement

(24) Amendment of foreign entity registration statement

(25) Statement of withdrawal of foreign entity registration statement

.

(26) Statement of correction

(27) Application for reinstatement following administrative dissolution

(28) Statement of dissolution of a limited liability company

(29) Statement of partnership authority

(30) Certificate of existence

(31) Application for use of deceptively similar name

(32) Application for reserved name

(33) Notice of transfer of reserved name

(34) Application for registered name

(35) Application for renewal of registered name

(36) Amendment of articles of incorporation

(37) Restatement of articles of incorporation with amendment of articles

(38) Articles of dissolution

(39) Articles of revocation of dissolution

(40) Certificate of administrative action

(41) Certificate of judicial dissolution

(42) Statement of termination

(c) The withdrawal under section 30-21-204, Idaho Code, of a filed record before it is effective or the correction of a filed record under section 30-21-205, Idaho Code, does not entitle the person on whose behalf the record was filed to a refund of the filing fee.

(d) The secretary of state shall collect a surcharge of forty dollars ($40.00) for providing evidence of filing an entity filing within eight (8) working hours after the entity filing is delivered, either in person or electronically, for filing.

(e) The secretary of state shall collect a surcharge of one hundred dollars ($100) for providing evidence of filing an entity filing that is submitted to the secretary of state before 1:00 p.m. mountain time and that requests expedited service within the same working day that the filing is submitted.

(f) The secretary of state shall collect a surcharge of twenty dollars ($20.00) for filing any form that is not generated by the secretary of state's electronic filing system and that requires manual data entry; provided, however, that no surcharge for manual data entry shall be collected under this subsection for any form that is not available for online filing by the secretary of state's electronic filing system.

History:

[30-21-214, added 2015, ch. 243, sec. 8, p. 767; am. 2017, ch. 34, sec. 1, p. 54; am. 2018, ch. 25, sec. 1, p. 45; am. 2019, ch. 204, sec. 1, p. 623.]
Idaho Code § 30-29-706 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-706
30-29-706 WAIVER OF NOTICE.
Status: in_force

PART 7

SHAREHOLDERS

30-29-706. WAIVER OF NOTICE. (a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.

(b) A shareholder's attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

History:

[30-29-706, added 2015, ch. 243, sec. 62, p. 918; am. 2019, ch. 90, sec. 48, p. 255.]
Idaho Code § 30-29-726 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-726
30-29-726 ACTION BY SINGLE AND MULTIPLE VOTING GROUPS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-726. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS. (a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 30-29-725, Idaho Code.

(b) If the articles of incorporation or this chapter provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 30-29-725, Idaho Code. Action may be taken by different voting groups on a matter at different times.

History:

[30-29-726, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 58, p. 261.]
Idaho Code § 30-29-741 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-741
30-29-741 STANDING.
Status: in_force

PART 7

SHAREHOLDERS

30-29-741. STANDING. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:

(a) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one (1) who was a shareholder at that time; and

(b) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

History:

[30-29-741, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 66, p. 266.]