Idaho Code § 30-30-507 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-507
30-30-507 RECORD DATE — DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-507. Record date — Determining members entitled to notice and vote. (1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.

(2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

(4) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.

(5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.

(6) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.

History:

[30-30-507, added 2015, ch. 243, sec. 78, p. 980.]
Idaho Code § 30-30-603 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-603
30-30-603 NUMBER OF DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-603. Number of directors. (1) The board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding the foregoing, the board of directors of a religious corporation must consist of at least one (1) individual, with the number specified in or fixed in accordance with the articles or bylaws.

(2) The number of directors may be increased or decreased within the limitations contained in subsection (1) of this section from time to time by amendment to or in the manner prescribed in the articles or bylaws.

History:

[30-30-603, added 2015, ch. 243, sec. 79, p. 985.]
Idaho Code § 30-14-301 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-301
30-14-301 SECURITIES REGISTRATION REQUIREMENT.
Status: in_force

PART 3.

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

30-14-301. Securities registration requirement. It is unlawful for a person to offer or sell a security in this state unless:

(a) The security is a federal covered security;

(b) The security, transaction or offer is exempted from registration under sections 30-14-201 through 30-14-203, Idaho Code; or

(c) The security is registered under this chapter.

History:

[30-14-301, added 2004, ch. 45, sec. 2, p. 185.]
Idaho Code § 30-901 — Idaho Code / Title 30 / Chapter 9 / Section 30-901
30-901 SHORT TITLE.
Status: in_force

30-901. Short title. (1) This chapter shall be known and may be cited as the "Idaho Escrow Act."

(2) It is the intent of the legislature that the escrow industry be supervised and regulated by the department of finance in order to protect the citizens of the state and to provide that the business practices of the escrow industry are fair and orderly, with due regard to the ultimate consumers in this important area of property protection.

History:

[30-901, added 2005, ch. 236, sec. 2, p. 717.]
Idaho Code § 30-1901 — Idaho Code / Title 30 / Chapter 19 / Section 30-1901
30-1901 SHORT TITLE.
Status: in_force

30-1901. SHORT TITLE. This act shall be known and may be cited as the "Successor Corporation Asbestos-Related Liability Fairness Act."

History:

[30-1901, added 2012, ch. 193, sec. 1, p. 520.]
Idaho Code § 30-29-1001 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1001
30-29-1001 AUTHORITY TO AMEND.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1001. AUTHORITY TO AMEND. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend, entitlement, or purpose or duration of the corporation.

History:

[30-29-1001, added 2015, ch. 243, sec. 65, p. 942; am. 2019, ch. 90, sec. 114, p. 294.]
Idaho Code § 30-21-511 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-511
30-21-511 TERMINATION OF REGISTRATION.
Status: in_force

PART 5

FOREIGN ENTITIES

30-21-511. TERMINATION OF REGISTRATION. (a) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (b) and (c) of this section if the entity does not:

(1) Deliver its annual report to the secretary of state for filing not later than the date it is due;

(2) Have a registered agent as required by section 30-21-402, Idaho Code; or

(3) Deliver to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, not later than thirty (30) days after a change occurs in the name or address of the entity's registered agent.

(b) The secretary of state may terminate the registration of a registered foreign entity by:

(1) Filing a notice of termination or noting the termination in the records of the secretary of state; and

(2) Delivering a copy of the notice or the information in the notation to the entity's registered agent or, if the entity does not have a registered agent, to the entity's principal office.

(c) The notice must state or the information in the notation under subsection (b) of this section must include:

(1) The effective date of the termination, which must be at least sixty (60) days after the date the secretary of state delivers the copy; and

(2) The grounds for termination under subsection (a) of this section.

(d) The registration of a registered foreign entity to do business in this state ceases on the effective date of the notice of termination or notation under subsection (b) of this section, unless before that date the entity cures each ground for termination stated in the notice or notation. If the entity cures each ground, the secretary of state shall file a record so stating.

History:

[30-21-511, added 2015, ch. 243, sec. 11, p. 779.]
Idaho Code § 30-21-302 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-302
30-21-302 NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES.
Status: in_force

PART 3

NAME OF ENTITY

30-21-302. NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES. (a) The name of a business corporation must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import in another language; provided however, that if the word "company" or its abbreviation is used it shall not be immediately preceded by the word "and" or by an abbreviation of or symbol representing the word "and." If the business corporation is a professional entity, the name may alternatively contain the word "chartered," "professional association," or "professional corporation," or the abbreviation "P.A.," "P.C.," or "CHTD" or words or abbreviations of similar import in another language.

(b) The name of a limited partnership may contain the name of any partner. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or "registered limited liability limited partnership" or the abbreviation "L.L.L.P.," "LLLP," "R.L.L.L.P.," or "RLLLP." If the limited partnership is a limited liability limited partnership, the name must contain the phrase "limited liability limited partnership" or the abbreviation "L.L.L.P.," "LLLP," "R.L.L.L.P.," or "RLLLP" and may not contain the abbreviation "L.P." or "LP." If the limited partnership is a professional entity, the name may include the word "professional" before the word "limited" or the letter "P" at the beginning of any of the permitted abbreviations.

(c) The name of a limited liability partnership must contain the words "limited liability partnership" or "registered limited liability partnership" or the abbreviation "L.L.P.," "R.L.L.P.," "LLP," or "RLLP." If the limited liability partnership is a professional entity, the name may include the word "professional" before the word "limited" or the letter "P" at the beginning of any of the permitted abbreviations.

(d) The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." If the limited liability company is a professional entity, the name may include the word "professional" before the word "limited" or the letter "P" at the beginning of any of the permitted abbreviations.

(e) The name of a limited cooperative association must contain the words "limited cooperative association" or "limited cooperative" or the abbreviation "L.C.A." or "LCA." "Limited" may be abbreviated as "Ltd." "Cooperative" may be abbreviated as "Co-op.," "Coop.," "Co op," or "Coop." "Association" may be abbreviated as "Assoc.," "Assoc," "Assn.," or "Assn."

(f) The name of a statutory trust may contain the words "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," or "trust," or words or abbreviations of similar import, and may contain the name of a beneficial owner, a trustee, or any other person.

History:

[30-21-302, added 2015, ch. 243, sec. 9, p. 769.]
Idaho Code § 30-29-1401 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1401
30-29-1401 DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS.
Status: in_force

PART 14

DISSOLUTION

30-29-1401. DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:

(a) The name of the corporation;

(b) The date of its incorporation;

(c) Either:

(1) That none of the corporation's shares has been issued; or

(2) That the corporation has not commenced business;

(d) That no debt of the corporation remains unpaid;

(e) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(f) That a majority of the incorporators or initial directors authorized the dissolution.

History:

[30-29-1401, added 2015, ch. 243, sec. 69, p. 956; am. 2019, ch. 90, sec. 145, p. 319.]
Idaho Code § 30-21-202 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-202
30-21-202 FORMS.
Status: in_force

PART 2

FILING

30-21-202. Forms. (a) The secretary of state may provide forms for entity filings required or permitted to be made by this act, but, except as otherwise provided in subsection (b) of this section, their use is not required.

(b) The secretary of state may require that a cover sheet for an entity filing and an annual report be on forms prescribed by the secretary of state.

History:

[30-21-202, added 2015, ch. 243, sec. 8, p. 764.]
Idaho Code § 30-22-110 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-110
30-22-110 CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-22-110. conflict of laws and EXCLUDED TRANSACTIONS. (a) In the event of any conflict between the provisions of this chapter and the provisions of the following laws, the following laws shall control:

(1) The Idaho bank act, as defined in section 26-101, Idaho Code;

(2) The Idaho credit union act, chapter 21, title 26, Idaho Code;

(3) Chapters 28, 32, 34, 38 and 48, title 41, Idaho Code;

(4) The business and industrial development corporation act, chapter 27, title 26, Idaho Code.

(b) This chapter may not be used to effect a transaction that results in a domestic entity of a type that cannot be formed by the filing of a public organic record with the secretary of state, except for a general partnership and an unincorporated nonprofit association.

History:

[30-22-110, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-30-701 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-701
30-30-701 AUTHORITY TO AMEND ARTICLES.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-701. Authority to amend articles. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

History:

[30-30-701, added 2015, ch. 243, sec. 80, p. 993.]
Idaho Code § 30-14-703 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-703
30-14-703 APPLICATION OF CHAPTER TO EXISTING PROCEEDING AND EXISTING RIGHTS AND DUTIES.
Status: in_force

PART 7.

TRANSITION

30-14-703. Application of chapter to existing proceeding and existing rights and duties. (a) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after the effective date of this act, whichever is earlier.

(b) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.

(c) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one (1) year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.

History:

[30-14-703, added 2004, ch. 45, sec. 2, p. 225.]
Idaho Code § 30-908 — Idaho Code / Title 30 / Chapter 9 / Section 30-908
30-908 RENEWAL OF LICENSE.
Status: in_force

30-908. Renewal of license. (1) On or before April 30 of each year, every licensee under this chapter shall pay an annual license renewal fee of one hundred fifty dollars ($150), and shall file with the director a renewal form containing such information as the director may require.

(2) As a condition of renewal, each licensee shall file with the director a statement of its financial condition and status of its escrow transactions as of the preceding December 31. The financial statement must be in a form and contain the information prescribed by the director.

(3) Each license under this chapter shall remain in full force and effect unless the licensee fails to timely satisfy the renewal requirements of this section, or the license is relinquished, suspended or revoked; provided however, branch licenses shall be terminated upon the relinquishment or revocation of a home office license. Any licensee may relinquish the license by notifying the director of its relinquishment, but this relinquishment shall not affect the licensee's liability for acts previously committed, and may not occur after the filing of a complaint for revocation or suspension of the license.

(4) Following the failure of a licensee to satisfy the renewal requirements of this section, a person previously licensed as an escrow agency may, for an additional nonrefundable fee of two hundred dollars ($200), apply for the reinstatement of its previous license provided that he satisfies the renewal requirements of this section no later than the last business day of May immediately following expiration of such license.

History:

[30-908, added 2005, ch. 236, sec. 2, p. 720.]
Idaho Code § 30-24-806 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-806
30-24-806 KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-24-806. KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section.

(b) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must:

(1) Specify the information required to be included in a claim;

(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;

(3) State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;

(4) State that the claim will be barred if not received by the deadline; and

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

(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) of this section are met and:

(1) The claim is not received by the specified deadline; or

(2) If the claim is timely received but rejected by the partnership:

(A) The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and

(B) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.

History:

[30-24-806, added 2015, ch. 243, sec. 40, p. 866.]
Idaho Code § 30-29-732 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-732
30-29-732 SHAREHOLDER AGREEMENTS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-732. SHAREHOLDER AGREEMENTS. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one (1) or more other provisions of this chapter in that it:

(1) Eliminates the board of directors or restricts the discretion or powers of the board of directors;

(2) Governs the authorization or making of distributions, regardless of whether they are in proportion to ownership of shares, subject to the limitations in section 30-29-640, Idaho Code;

(3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;

(4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;

(5) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them;

(6) Transfers to one (1) or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;

(7) Requires dissolution of the corporation at the request of one (1) or more of the shareholders or upon the occurrence of a specified event or contingency; or

(8) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.

(b) An agreement authorized by this section shall be:

(1) As set forth:

(i) In the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or

(ii) In a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation; and

(2) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise.

(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by section 30-29-626(b), Idaho Code. If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase.

A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or before the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection shall be commenced within the earlier of ninety (90) days after discovery of the existence of the agreement or two (2) years after the time of purchase of the shares.

(d) If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.

(h) Limits, if any, on the duration of an agreement authorized by this section must be set forth in the agreement. An agreement that became effective when this chapter provided for a limit of ten (10) years on duration of shareholder agreements, unless the agreement provided otherwise, remains governed by the provisions of this section concerning duration then in effect.

History:

[30-29-732, added 2015, ch. 243, sec. 62, p. 924; am. 2019, ch. 90, sec. 64, p. 264.]
Idaho Code § 30-14-202 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-202
30-14-202 EXEMPT TRANSACTIONS.
Status: in_force

PART 2.

EXEMPTIONS FROM REGISTRATION OF SECURITIES

30-14-202. Exempt transactions. The following transactions are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code:

(1) An isolated nonissuer transaction, whether or not effected by or through a broker-dealer;

(2) A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this chapter, and a resale transaction by a sponsor of a unit investment trust registered under the investment company act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:

(a) The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(b) The security is sold at a price reasonably related to its current market price;

(c) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution;

(d) A nationally recognized securities manual or its electronic equivalent designated by any rule adopted or an order issued under this chapter or a record filed with the securities and exchange commission that is publicly available and contains:

(i) A description of the business and operations of the issuer;

(ii) The names of the issuer's executive officers and the names of the issuer's directors, if any;

(iii) An audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(iv) An audited income statement for each of the issuer's two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and

(e) Any one (1) of the following requirements is met:

(i) The issuer of the security has a class of equity securities listed on a national securities exchange registered under section 6 of the securities exchange act of 1934 or designated for trading on the national association of securities dealers automated quotation system;

(ii) The issuer of the security is a unit investment trust registered under the investment company act of 1940;

(iii) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years; or

(iv) The issuer of the security has total assets of at least two million dollars ($2,000,000) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization;

(3) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system;

(4) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in an outstanding security if the guarantor of the security files reports with the securities and exchange commission under the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934 (15 U.S.C. 78m or 78o(d));

(5) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security that:

(a) Is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or

(b) Has a fixed maturity or a fixed interest or dividend, if:

(i) A default has not occurred during the current fiscal year or within the three (3) previous fiscal years of the issuer or any predecessor, in the payment of principal, interest, or dividends on the security; and

(ii) The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(6) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter effecting an unsolicited order or offer to purchase;

(7) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this chapter;

(8) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting in the exercise of discretionary authority in a signed record for the account of others;

(9) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the administrator after a hearing as provided in section 30-14-202A, Idaho Code, or otherwise;

(10) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;

(11) A transaction in a note, bond, debenture or other evidence of indebtedness secured by a mortgage or other security agreement if the note, bond, debenture or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;

(12) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator;

(13) A sale or offer to sell to:

(a) An institutional investor;

(b) A federal covered investment adviser; or

(c) Any other person exempted by a rule adopted or an order issued under this chapter;

(14) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:

(a) Not more than ten (10) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in subsection (13) of this section;

(b) A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;

(c) A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this chapter or an agent registered under this chapter for soliciting a prospective purchaser in this state; and

(d) The issuer reasonably believes that all the purchasers in this state, other than those designated in subsection (13) of this section, are purchasing for investment;

(15) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state;

(16) An offer to sell, but not a sale, of a security not exempt from registration under the securities act of 1933 if:

(a) A registration or offering statement or similar record as required under the securities act of 1933 has been filed, but is not effective, or the offer is made in compliance with rule 165 adopted under the securities act of 1933 (17 CFR 230.165); and

(b) A stop order of which the offeror is aware has not been issued against the offeror by the administrator or the securities and exchange commission, and an audit, inspection or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending;

(17) An offer to sell, but not a sale, of a security exempt from registration under the securities act of 1933 if:

(a) A registration statement has been filed under this chapter, but is not effective;

(b) A solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the administrator under this chapter; and

(c) A stop order of which the offeror is aware has not been issued by the administrator under this chapter and an audit, inspection or proceeding that may culminate in a stop order is not known by the offeror to be pending;

(18) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties;

(19) A rescission offer, sale or purchase under section 30-14-510, Idaho Code;

(20) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this chapter;

(21) Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:

(a) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers;

(b) Family members who acquire such securities from those persons through gifts or domestic relations orders;

(c) Former employees, directors, general partners, trustees, officers, consultants and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and

(d) Insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations;

(22) A transaction involving:

(a) A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property or stock;

(b) An act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or

(c) The solicitation of tenders of securities by an offeror in a tender offer in compliance with rule 162 adopted under the securities act of 1933 (17 CFR 230.162); or

(23) A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this chapter, if the issuer is a reporting issuer in a foreign jurisdiction designated by this subsection or by a rule adopted or an order issued under this chapter; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this subsection or by a rule adopted or an order issued under this chapter, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this subsection, Canada, together with its provinces and territories, is a designated foreign jurisdiction and the Toronto stock exchange, inc., is a designated securities exchange. After an administrative hearing in compliance with chapter 52, title 67, Idaho Code, the administrator, by rule adopted or an order issued under this chapter, may revoke the designation of a securities exchange under this subsection, if the administrator finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

History:

[30-14-202, added 2004, ch. 45, sec. 2, p. 180; am. 2008, ch. 143, sec. 1, p. 415; am. 2012, ch. 65, sec. 2, p. 176.]
Idaho Code § 30-23-110 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-110
30-23-110 APPLICATION TO EXISTING RELATIONSHIPS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-110. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only:

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

(2) Except as otherwise provided in subsection (c) of this section, a partnership formed before July 1, 2015, that 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 subsection (c) of this section, on and after July 1, 2017, this chapter governs all partnerships.

(c) With respect to a 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 partnership's partners to third parties apply:

(1) Before July 1, 2015, to:

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

(B) A third party that had done business with the 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:

[30-23-110, added 2015, ch. 243, sec. 23, p. 811.]
Idaho Code § 30-23-202 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-202
30-23-202 FORMATION OF PARTNERSHIP.
Status: in_force

PART 2

NATURE OF PARTNERSHIP

30-23-202. FORMATION OF PARTNERSHIP. (a) Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.

(c) In determining whether a partnership is formed, the following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(A) Of a debt by installments or otherwise;

(B) For services as an independent contractor or of wages or other compensation to an employee;

(C) Of rent;

(D) Of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner;

(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

(F) For the sale of the goodwill of a business or other property by installments or otherwise.

History:

[30-23-202, added 2015, ch. 243, sec. 24, p. 812.]
Idaho Code § 30-1605 — Idaho Code / Title 30 / Chapter 16 / Section 30-1605
30-1605 MEETING OF SHAREHOLDERS.
Status: in_force

30-1605. Meeting of shareholders. If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 30-1604, Idaho Code, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the issuing public corporation's expenses of a special meeting, except the expenses of the issuing public corporation in opposing approval of the control share acquisition, within ten (10) days after receipt by the issuing public corporation of the information statement, a special meeting of the shareholders of the issuing public corporation shall be called for the purpose of considering the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to the control share acquisition. The special meeting shall be held no later than fifty-five (55) days after receipt of the information statement, unless the acquiring person agrees to a later date. If no request for a special meeting is made, consideration of the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to the control share acquisition shall be presented at the next special or annual meeting of the shareholders, which takes place more than fifty-five (55) days after the receipt of the information statement by the issuing public corporation, unless the matter of the voting rights becomes moot. The notice of the meeting shall be accompanied at a minimum by a copy of the information statement and a copy of any amendment to the information statement previously delivered to the issuing public corporation and a statement disclosing that the board of the issuing public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of or is unable to take a position with respect to according voting rights to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired in the control shares acquisition. The notice of meeting shall be given at least ten (10) days before the meeting.

History:

[30-1605, added 1988, ch. 84, sec. 2, p. 155.]
Idaho Code § 30-24-606 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-606
30-24-606 POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER.
Status: in_force

PART 6

DISSOCIATION

30-24-606. POWER TO BIND AND LIABILITY OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under chapter 22, title 30, Idaho Code, or dissolved, the partnership is bound by an act of the person only if:

(1) The act would have bound the partnership under section 30-24-402, Idaho Code, before the dissociation; and

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

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

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

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

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

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

History:

[30-24-606, added 2015, ch. 243, sec. 38, p. 860.]
Idaho Code § 30-23-906 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-906
30-23-906 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 9

LIMITED LIABILITY PARTNERSHIP

30-23-906. subjects covered outside chapter. The following subjects are covered outside this chapter:

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

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

(3) Registered agent – section 30-21-404, Idaho Code.

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

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

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

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

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

History:

[30-23-906, added 2015, ch. 243, sec. 31, p. 837.]
Idaho Code § 30-24-304 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-304
30-24-304 RIGHTS TO INFORMATION OF LIMITED PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER.
Status: in_force

PART 3

LIMITED PARTNERS

30-24-304. RIGHTS TO INFORMATION OF LIMITED PARTNER AND PERSON DISSOCIATED AS LIMITED PARTNER. (a) On ten (10) days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information.

(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if:

(1) The limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;

(2) The limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) The information sought is directly connected to the limited partner's purpose.

(c) Not later than ten (10) days after receiving a demand pursuant to subsection (b) of this section, the limited partnership shall inform in a record the limited partner that made the demand of:

(1) What information the partnership will provide in response to the demand and when and where the partnership will provide the information; and

(2) The partnership's reasons for declining, if the partnership declines to provide any demanded information.

(d) Whenever this act or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the partnership and is material to the limited partner's decision.

(e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if:

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

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

(3) The person satisfies the requirements imposed on a limited partner by subsection (b) of this section.

(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this section in the manner provided in subsection (c) of this section.

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

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

(i) Subject to section 30-24-704, Idaho Code, the rights under this section do not extend to a person as transferee.

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

History:

[30-24-304, added 2015, ch. 243, sec. 35, p. 848.]
Idaho Code § 30-30-1101 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1101
30-30-1101 CORPORATE RECORDS.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1101. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized in section 30-30-617(4), Idaho Code.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records at its principal office:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;

(d) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

(e) All written communications to members generally within the past seven (7) years, including the financial statements furnished for the past seven (7) years under section 30-30-1105, Idaho Code;

(f) A list of the names and business or home addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the secretary of state under section 30-21-213, Idaho Code.

History:

[30-30-1101, added 2015, ch. 243, sec. 84, p. 1004.]
Idaho Code § 30-25-403 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-403
30-25-403 LIABILITY FOR CONTRIBUTIONS.
Status: in_force

PART 4

RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

30-25-403. LIABILITY FOR CONTRIBUTIONS. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination, or other inability to perform personally.

(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company 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 of consent of all the members. If a creditor of a limited liability company 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:

[30-25-403, added 2015, ch. 243, sec. 46, p. 880.]
Idaho Code § 30-29-301 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-301
30-29-301 PURPOSES.
Status: in_force

PART 3

PURPOSES AND POWERS

30-29-301. PURPOSES. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.

History:

[30-29-301, added 2015, ch. 243, sec. 58, p. 907; am. 2019, ch. 90, sec. 23, p. 242.]
Idaho Code § 30-21-701 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-701
30-21-701 RESERVATION OF POWER TO AMEND OR REPEAL.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-701. RESERVATION OF POWER TO AMEND OR REPEAL. The legislature of this state has power to amend or repeal all or part of this act at any time, and all domestic and foreign entities subject to this act are governed by the amendment or repeal.

History:

[30-21-701, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-919 — Idaho Code / Title 30 / Chapter 9 / Section 30-919
30-919 PROHIBITED PRACTICES.
Status: in_force

30-919. Prohibited practices. No escrow agency licensee or person required to be licensed under this chapter, or any of its officers, directors, members, general partners, employees or agents shall:

(1) Issue, circulate, make use of, publish or advertise, by any means of communication, that a person is engaged in accepting or receiving escrows if that person is not licensed under this chapter;

(2) Solicit or accept an escrow instruction or amended or supplemental escrow instruction containing any blank to be filled in after signing or initialing of the escrow instruction or permitting any person to make any addition to, deletion from, or alteration of an escrow instruction or amended or supplemental escrow instruction unless the addition, deletion or alteration is signed or initialed by any affected party who signed or initialed the escrow instruction or amended or supplemental escrow instruction prior to the addition, deletion or alteration;

(3) Fail to carry out an escrow transaction pursuant to the written escrow instructions unless amended by the written agreement of all parties to the escrow agreement or their assigns;

(4) Accept funds or papers in escrow without a dated, written instruction signed by the parties, or their authorized representatives, adequate to administer the escrow account and to provide for sufficient funds and documents to carry out the terms of the escrow instructions. Funds and documents deposited shall be used only in accordance with such written instruction; provided that if additional specific instructions are needed, the escrow agency shall obtain the consent of both parties or such representatives to the escrow or an order of a court of competent jurisdiction at the expense of the escrow parties;

(5) Fail to promptly distribute funds, deeds or other personal property or instruments pursuant to escrow instructions;

(6) Fail to submit to an examination by the department of its books, records and accounts, or refuse to provide to the department, within a reasonable time, all information requested by the department pursuant to this chapter;

(7) Fail to deliver, without reasonable cause, within a reasonable time after the close of an escrow, to the respective parties of an escrow transaction, any money, documents or other properties held in escrow in violation of the provisions of the escrow instructions;

(8) Directly or indirectly employ any scheme, device or artifice to defraud or mislead any person or engage in any unfair or deceptive practice toward any person;

(9) Fail to supervise diligently and control the escrow-related activities of its agents, employees and independent contractors;

(10) Engage in fraudulent or dishonest abstraction or misappropriation or embezzlement of funds or other property held in trust;

(11) Pay a fee or give any portion of its fees or charges, including fees for escrow services or other consideration, to any person as an inducement or as compensation for the referral of any escrow business; or

(12) Disburse funds or deliver documents from an escrow for recording or otherwise unless the escrow contains a credit balance consisting of collected funds, other than funds of the escrow agency or its affiliates, sufficient to discharge all monetary conditions of the escrow. This requirement does not apply to escrows established for the purpose of receiving two (2) or more periodic payments over a total period of time after establishment in excess of thirty (30) days.

History:

[30-919, added 2005, ch. 236, sec. 2, p. 724.]
Idaho Code § 30-30-903 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-903
30-30-903 SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF ACTIVITIES.
Status: in_force

PART 9

DISPOSITION OF ASSETS

30-30-903. Sale of assets other than in regular course of activities. (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized in subsection (2) of this section.

(2) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(a) By the board;

(b) By the members by a simple majority of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-505, Idaho Code, for an amendment to the articles or bylaws.

(3) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(4) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(5) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(6) If the board needs to have the transaction approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(7) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

History:

[30-30-903, added 2015, ch. 243, sec. 82, p. 999.]
Idaho Code § 30-29-1004 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1004
30-29-1004 VOTING ON AMENDMENTS BY VOTING GROUPS.
Status: in_force

PART 10

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-29-1004. VOTING ON AMENDMENTS BY VOTING GROUPS. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:

(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(3) Change the rights, preferences or limitations of all or part of the shares of the class;

(4) Change the shares of all or part of the class into a different number of shares of the same class;

(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or

(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to section 30-29-1003(c), Idaho Code.

(d) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.

History:

[30-29-1004, added 2015, ch. 243, sec. 65, p. 943; am. 2019, ch. 90, sec. 116, p. 295.]
Idaho Code § 30-29-1431 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1431
30-29-1431 PROCEDURE FOR JUDICIAL DISSOLUTION.
Status: in_force

PART 14

DISSOLUTION

30-29-1431. PROCEDURE FOR JUDICIAL DISSOLUTION. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Ada county. Venue for a proceeding brought by any other party named in section 30-29-1430(a), Idaho Code, lies in the county where a corporation's principal office is or was located or, if none in this state, in Ada county.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(d) Within ten (10) days of the commencement of a proceeding to dissolve a corporation under section 30-29-1430(a)(2), Idaho Code, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 30-29-1434, Idaho Code, and accompanied by a copy of section 30-29-1434, Idaho Code.

History:

[30-29-1431, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 155, p. 325.]
Idaho Code § 30-1906 — Idaho Code / Title 30 / Chapter 19 / Section 30-1906
30-1906 ADJUSTMENT.
Status: in_force

30-1906. Adjustment. (1) Except as provided in subsections (2) through (4) of this section, the fair market value of total gross assets at the time of the merger or consolidation shall increase annually at a rate equal to the sum of:

(a) The prime rate as listed in the first edition of the Wall Street Journal published for each calendar year since the merger or consolidation, unless the prime rate is not published in that edition of the Wall Street Journal, in which case any reasonable determination of the prime rate on the first day of the year may be used; and

(b) One percent (1%).

(2) The rate enumerated in subsection (1) of this section shall not be compounded.

(3) The adjustment of the fair market value of total gross assets shall continue as provided in subsection (1) of this section until the date the adjusted value is first exceeded by the cumulative amounts of successor asbestos-related liabilities paid or committed to be paid by, or on behalf of, the successor corporation or a predecessor or by, or on behalf of, a transferor after the time of the merger or consolidation for which the fair market value of total gross assets is determined.

(4) No adjustment of the fair market value of total gross assets shall be applied to any liability insurance that may be included in the definition of total gross assets by subsection (3) of section 30-1905, Idaho Code.

History:

[30-1906, added 2012, ch. 193, sec. 1, p. 522.]
Idaho Code § 30-29-1303 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1303
30-29-1303 ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL SHAREHOLDERS.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1303. ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL shareholders. (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

(b) A beneficial shareholder and a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in section 30-29-1322(b)(2)(ii), Idaho Code; and

(2) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.

History:

[30-29-1303, added 2015, ch. 243, sec. 68, p. 952; am. 2019, ch. 90, sec. 134, p. 312.]
Idaho Code § 30-21-406 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-406
30-21-406 TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-406. TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agent that states:

(1) The name of the agent as listed under section 30-21-405, Idaho Code; and

(2) That the agent is no longer in the business of serving as a commercial registered agent in this state.

(b) A commercial registered agent termination statement takes effect at 12:01 a.m. on the thirty-first day after the day on which it is filed by the secretary of state.

(c) The commercial registered agent promptly shall furnish each entity represented by the agent notice in a record of the filing of the commercial registered agent termination statement.

(d) When a commercial registered agent termination statement takes effect, the commercial registered agent ceases to be the registered agent for each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent designates a new registered agent, service of process may be made on the entity pursuant to section 30-21-412, Idaho Code. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity has against the agent or that the agent has against the entity.

History:

[30-21-406, added 2015, ch. 243, sec. 10, p. 772.]
Idaho Code § 30-29-303 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-303
30-29-303 EMERGENCY POWERS.
Status: in_force

PART 3

PURPOSES AND POWERS

30-29-303. EMERGENCY POWERS. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:

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

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

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

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and

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

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

(1) Binds the corporation; and

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

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

History:

[30-29-303, added 2015, ch. 243, sec. 58, p. 908; am. 2019, ch. 90, sec. 25, p. 243.]
Idaho Code § 30-30-611 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-611
30-30-611 COMPENSATION OF DIRECTORS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-611. Compensation of directors. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation, fees, insurance or benefits, if any, of directors.

History:

[30-30-611, added 2015, ch. 243, sec. 79, p. 987.]
Idaho Code § 30-29-727 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-727
30-29-727 MODIFYING QUORUM OR VOTING REQUIREMENTS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-727. modifying QUORUM OR VOTING REQUIREMENTS. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

History:

[30-29-727, added 2015, ch. 243, sec. 62, p. 922; am. 2019, ch. 90, sec. 59, p. 262.]
Idaho Code § 30-1501 — Idaho Code / Title 30 / Chapter 15 / Section 30-1501
30-1501 DEFINITIONS.
Status: in_force

30-1501. Definitions. (1) "Board of trade" means any person or group of persons engaged in buying or selling any commodity or receiving the same for sale on consignment, whether such person or group of persons is characterized as a board of trade, exchange or other form of marketplace.

(2) "CFTC rule" means any rule, regulation or order of the commodity futures trading commission in effect on the effective date of this chapter and all subsequent amendments, additions or other revisions thereto, unless the director, within thirty (30) days following the effective date of any such amendment, addition or revision, disallows the application thereof to any provision of this chapter by rule, regulation or order.

(3) "Commodity" means, except as otherwise specified by the director by rule, regulation or order, any agricultural, grain or livestock product or by-product, any metal or mineral including a precious metal as defined in subsection (13) of this section, any gem or gemstone whether characterized as precious, semiprecious or otherwise, any fuel whether liquid, gaseous or otherwise, any foreign currency, and all other goods, articles, products or items of any kind of any other commodity as defined in the commodity exchange act or commodity futures trading commission rules; provided that the term commodity shall not include:

(a) A numismatic coin whose fair market value is at least fifteen per cent (15%) higher than the value of the metal it contains;

(b) Real property or any timber, agricultural or livestock product grown or raised on real property and offered or sold by the owner or lessee of such real property; or

(c) Any work of art offered or sold by art dealers, at public auction or offered or sold through a private sale by the owner thereof.

(4) "Commodity contract" means:

(a) Any account, agreement or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or consumption by the offeree or purchaser, of one or more commodities, whether for immediate or subsequent delivery or whether delivery is intended by the parties, and whether characterized as a cash contract, deferred shipment or deferred delivery contract, forward contract, futures contract, installment or margin contract, leverage contract or otherwise. Any commodity contract offered or sold shall, in the absence of evidence to the contrary, be presumed to be offered or sold for speculation or investment purposes; and

(b) Does not include any contract or agreement which requires, and under which the purchaser receives, within twenty-eight (28) calendar days from the payment in good funds of any portion of the purchase price, physical delivery of the total amount of each commodity to be purchased under the contract or agreement.

(5) "Commodity exchange act" means the act of congress known as the commodity exchange act, as amended, codified at 7 U.S.C. section 1, et seq. and all subsequent amendments, additions or other revisions thereto, unless the director, within thirty (30) days following the effective date of any such amendment, addition or revision, disallows the application thereof to any provision of this chapter by rule, regulation or order.

(6) "Commodity futures trading commission" means the independent regulatory agency established by congress to administer the commodity exchange act.

(7) "Commodity merchant" means any of the following as defined or described in the commodity exchange act or by CFTC rule:

(a) Futures commission merchant,

(b) Commodity pool operator,

(c) Commodity trading adviser,

(d) Introducing broker,

(e) Leverage transaction merchant,

(f) An associated person of any of the foregoing,

(g) Floor broker, and

(h) Any other person, other than a futures association, required to register with the commodity futures trading commission.

(8) "Commodity option" means:

(a) Any account, agreement or contract giving a party thereto the right, but not the obligation, to purchase or sell one or more commodities or one or more commodity contracts, whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty or otherwise; and

(b) Does not include an option traded on a national securities exchange registered with the United States securities and exchange commission.

(9) "Director" means the director of the Idaho department of finance or an agent or employee authorized to act on the director's behalf.

(10) "Financial institution" means a bank, savings institution or trust company organized under, or supervised pursuant to the laws of the United States or this state.

(11) "Offer" includes every offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option.

(12) "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government, but shall not include a contract market designated by the commodity futures trading commission or any clearinghouse thereof or a national securities exchange registered with the securities and exchange commission, or any employee, officer or director of such contract market, clearinghouse or exchange acting solely in that capacity.

(13) "Precious metal" means the following in either coin, bullion or other form:

(a) Silver,

(b) Gold,

(c) Platinum,

(d) Palladium,

(e) Copper, and

(f) Such other items as the director may specify by rule.

(14) "Sale" or "sell" includes every sale, contract of sale, contract to sell, or disposition, for value.

History:

[30-1501, added 1989, ch. 414, sec. 1, p. 1007.]
Idaho Code § 30-29-1104 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1104
30-29-1104 ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE.
Status: in_force

PART 11

MERGERS AND SHARE EXCHANGES

30-29-1104. ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE. In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange shall be adopted in the following manner notwithstanding the provisions of sections 30-22-203(a) and 30-22-303(a), Idaho Code:

(a) The plan of merger or share exchange shall first be adopted by the board of directors.

(b) Except as provided in subsections (h), (j), and (l) of this section and in section 30-29-1105, Idaho Code, the plan of merger or share exchange shall then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan or, in the case of an offer referred to in subsection (j)(2) of this section, that the shareholders tender their shares to the offeror in response to the offer, unless either the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or section 30-29-826, Idaho Code, applies. In either case, the board shall inform the shareholders of the basis for its so proceeding.

(c) The board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan of merger or share exchange.

(d) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing foreign or domestic corporation or eligible entity, the notice must also include or be accompanied by a copy or summary of the articles of incorporation and bylaws of the organic rules of that corporation or eligible entity. If the corporation is to be merged with a domestic or foreign corporation or eligible entity and a new domestic or foreign corporation or eligible entity is to be created pursuant to the merger, the notice must include or be accompanied by a copy or a summary of the articles of incorporation and bylaws or the organic rules of the new corporation or eligible entity.

(e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c) of this section, require a greater vote or a greater quorum, approval of the plan of merger or share exchange requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group is present at a meeting at which a quorum of the voting group consisting of a majority of the votes entitled to be cast on the merger or share exchange by that voting group.

(f) Subject to subsection (g) of this section, separate voting by voting groups is required:

(1) On a plan of merger, by each class or series of shares that:

(i) Are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing; or

(ii) Are entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to the articles of incorporation of a surviving corporation that requires action by separate voting groups under section 30-29-1004, Idaho Code;

(2) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and

(3) On a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange, respectively.

(g) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in paragraph (i) of subsection (f)(1) and subsection (f)(2) of this section as to any class or series of shares, except when the plan of merger or share exchange includes what is or would be in effect an amendment subject to paragraph (i) of subsection (f)(1) of this section and paragraph (ii) of subsection (f)(1) of this section will not effect a substantive business combination.

(h) Unless the articles of incorporation otherwise provide, approval by the corporation's shareholders of a plan of merger is not required if:

(1) The corporation will survive the merger;

(2) Except for amendments permitted by section 30-29-1005, Idaho Code, its articles of incorporation will not be changed;

(3) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, rights and limitations, immediately after the effective date of the merger; and

(4) The issuance in the merger of shares or other securities convertible into or rights exercisable for shares does not require a vote under section 30-29-621(f), Idaho Code.

(i) If as a result of a merger or share exchange one (1) or more shareholders of a domestic corporation would become subject to new interest holder liability, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such new interest holder liability unless in the case of a shareholder that already has interest holder liability with respect to such domestic corporation, the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a shareholder; and the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability other than for changes that eliminate or reduce such interest holder liability.

(j) Unless the articles of incorporation otherwise provide, approval by the shareholders of a plan of merger or share exchange is not required if:

(1) The plan of merger or share exchange expressly permits or requires the merger or share exchange to be effected under this subsection and provides that, if the merger or share exchange is to be effected under this subsection, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in paragraph (6) of this subsection;

(2) Another party to the merger, the acquiring entity in the share exchange, or a parent of another party to the merger or the acquiring entity in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent this subsection, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing;

(3) The offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in paragraph (6) of this subsection and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in paragraph (8) of this subsection;

(4) The offer remains open for at least ten (10) days;

(5) The offeror purchases all shares properly tendered in response to the offer and not properly withdrawn;

(6) The shares listed below are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent this subsection, would be required by this chapter and by the articles of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted:

(i) Shares purchased by the offeror in accordance with the offer;

(ii) Shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and

(iii) Shares subject to an agreement that they are to be transferred, contributed or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for shares or eligible interests in such offeror, parent or subsidiary;

(7) The offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of, the corporation; and

(8) Each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, eligible interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in paragraph (6)(ii) or (iii) of this subsection need not be converted into or exchanged for the consideration described in this paragraph.

(k) As used in subsection (j) of this section:

(1) "Offer" means the offer referred to in subsection (j)(2) of this section;

(2) "Offeror" means the person making the offer;

(3) "Parent" of an entity means a person that owns, directly or indirectly, through one (1) or more wholly owned subsidiaries, all of the outstanding shares of or eligible interests in that entity;

(4) Shares tendered in response to the offer shall be deemed to have been "purchased" in accordance with the offer at the earliest time as of which the offeror has irrevocably accepted those shares for payment; and either in the case of shares represented by certificates, the offeror, or the offeror's designated depository or other agent, has physically received the certificates representing those shares or in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent's message relating to those shares has been received by the offeror or its designated depository or other agent; and

(5) "Wholly owned subsidiary" of a person means an entity of or in which that person owns, directly or indirectly, through one (1) or more wholly owned subsidiaries, all of the outstanding shares or eligible interests.

(l) Unless the articles of incorporation otherwise provide:

(1) Approval of a plan of share exchange by the shareholders of a domestic corporation is not required if the corporation is the acquiring entity in the share exchange; and

(2) Shares not to be exchanged under the plan of share exchange are not entitled to vote on the plan.

History:

[30-29-1104, added 2015, ch. 243, sec. 66, p. 946; am. 2019, ch. 90, sec. 127, p. 301.]
Idaho Code § 30-29-745 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-745
30-29-745 DISCONTINUANCE OR SETTLEMENT.
Status: in_force

PART 7

SHAREHOLDERS

30-29-745. DISCONTINUANCE OR SETTLEMENT. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class or series of shareholders, the court shall direct that notice be given to the shareholders affected.

History:

[30-29-745, added 2015, ch. 243, sec. 62, p. 926; am. 2019, ch. 90, sec. 69, p. 267.]
Idaho Code § 30-23-410 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-410
30-23-410 ACTIONS BY PARTNERSHIP AND PARTNERS.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-410. ACTIONS BY PARTNERSHIP AND PARTNERS. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner, with or without an accounting as to partnership business, to enforce the partner's rights and protect the partner's interests, including rights and interests under the partnership agreement or this act or arising independently of the partnership relationship.

(c) A right to an accounting on dissolution and winding up does not revive a claim barred by law.

History:

[30-23-410, added 2015, ch. 243, sec. 26, p. 822.]
Idaho Code § 30-1515 — Idaho Code / Title 30 / Chapter 15 / Section 30-1515
30-1515 CONSENT TO SERVICE OF PROCESS.
Status: in_force

30-1515. Consent to service of process. When a person including a nonresident of this state, engages in conduct prohibited or made actionable by the provisions of this chapter or any rule or order of the director, such conduct shall constitute the appointment of the director and his successors as the person's attorney to receive service of any lawful process in a noncriminal proceeding against the person, a successor, or personal representative, which grows out of that conduct and which is brought under this chapter or any rule or order of the director with the same force and validity as if served personally.

History:

[30-1515, added 1989, ch. 414, sec. 1, p. 1015.]
Idaho Code § 30-14-405 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-405
30-14-405 FEDERAL COVERED INVESTMENT ADVISER NOTICE FILING REQUIREMENT.
Status: in_force

PART 4.

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

30-14-405. Federal covered investment adviser notice filing requirement. (a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b) of this section, it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c) of this section.

(b) Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection (c) of this section:

(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:

(A) Federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter;

(B) Institutional investors;

(C) Bona fide preexisting clients whose principal places of residence are not in this state; or

(D) Other clients specified by a rule adopted or an order issued under this chapter;

(2) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subsection (b)(1) of this section; and

(3) Any other person excluded by a rule adopted or an order issued under this chapter.

(c) Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection (b) of this section, shall file a notice, a consent to service of process complying with section 30-14-611, Idaho Code, and such records as have been filed with the securities and exchange commission under the investment advisers act of 1940 required by a rule adopted or an order issued under this chapter and pay the fees specified in section 30-14-410(e), Idaho Code.

(d) Effectiveness of filing. The notice under subsection (c) of this section becomes effective upon its filing and expires on December thirty-first of each year unless renewed.

History:

[30-14-405, added 2004, ch. 45, sec. 2, p. 199.]
Idaho Code § 30-21-201 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-201
30-21-201 ENTITY FILING REQUIREMENTS.
Status: in_force

PART 2

FILING

30-21-201. ENTITY FILING REQUIREMENTS. (a) To be filed by the secretary of state pursuant to this act, an entity filing must be received by the secretary of state, comply with this act, and satisfy the following:

(1) The entity filing must be required or permitted by this act.

(2) The entity filing must be physically delivered in written form unless and to the extent the secretary of state permits electronic delivery of entity filings.

(3) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals.

(4) The entity filing must be signed by or on behalf of a person authorized or required under this chapter to sign the filing.

(5) The entity filing must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment or verification.

(b) If law other than this chapter prohibits the disclosure by the secretary of state of information contained in an entity filing, the secretary of state shall file the entity filing if the filing otherwise complies with this chapter but may redact the information.

(c) When an entity filing is delivered to the secretary of state for filing, any fee required under this part and any fee, tax, interest, or penalty required to be paid under this part or law other than this act must be paid in a manner permitted by the secretary of state.

(d) The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

History:

[30-21-201, added 2015, ch. 243, sec. 8, p. 763.]
Idaho Code § 30-23-303 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-303
30-23-303 STATEMENT OF PARTNERSHIP AUTHORITY.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-303. STATEMENT OF PARTNERSHIP AUTHORITY. (a) A partnership may deliver to the secretary of state for filing a statement of partnership authority. The statement:

(1) Must include the name of the partnership; and if the partnership is not a limited liability partnership, the street and mailing addresses of its principal office;

(2) With respect to any position that exists in or with respect to the partnership, may state the authority, or limitations on the authority, of all persons holding the position to:

(A) Execute an instrument transferring real property held in the name of the partnership; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the partnership; and

(3) May state the authority, or limitations on the authority, of a specific person to:

(A) Execute an instrument transferring real property held in the name of the partnership; or

(B) Enter into other transactions on behalf of, or otherwise act for or bind, the partnership.

(b) To amend or cancel a statement of authority filed by the secretary of state, a partnership must deliver to the secretary of state for filing an amendment or cancellation stating:

(1) The name of the partnership;

(2) If the partnership is not a limited liability partnership, the street and mailing addresses of the partnership's principal office;

(3) If the partnership is a limited liability partnership, the name and street and mailing addresses of its registered agent;

(4) The date the statement being affected became effective; and

(5) The contents of the amendment or a declaration that the statement is canceled.

(c) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners.

(d) Subject to subsection (c) of this section and section 30-23-103(4)(a), Idaho Code, and except as otherwise provided in subsections (f), (g) and (h) of this section, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation.

(e) Subject to subsection (c) of this section, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that if the person gives value:

(1) The person has knowledge to the contrary;

(2) The statement has been canceled or restrictively amended under subsection (b) of this section; or

(3) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

(f) Subject to subsection (c) of this section, an effective statement of authority that grants authority to transfer real property held in the name of the partnership is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:

(1) The statement has been canceled or restrictively amended under subsection (b) of this section; or

(2) A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.

(g) Subject to subsection (c) of this section, if an effective statement of authority containing a limitation on the authority to transfer real property held in the name of a partnership is filed by the secretary of state, all persons are deemed to know of the limitation.

(h) Subject to subsection (i) of this section, an effective statement of dissolution is a cancellation of any filed statement of authority for the purposes of subsection (f) of this section and is a limitation on authority for purposes of subsection (g) of this section.

(i) After a statement of dissolution becomes effective, a partnership may deliver to the secretary of state for filing a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections (f) and (g) of this section.

(j) Unless canceled earlier, an effective statement of authority is canceled by operation of law five (5) years after the date on which the statement, or its most recent amendment, becomes effective.

(k) An effective statement of denial operates as a restrictive amendment under this section.

History:

[30-23-303, added 2015, ch. 243, sec. 25, p. 814.]
Idaho Code § 30-22-206 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-206
30-22-206 EFFECT OF MERGER.
Status: in_force

PART 2

MERGER

30-22-206. EFFECT OF MERGER. (a) When a merger under this part becomes effective:

(1) The surviving entity continues or comes into existence;

(2) Each merging entity that is not the surviving entity ceases to exist;

(3) All property of each merging entity vests in the surviving entity without transfer, reversion or impairment;

(4) All debts, obligations and other liabilities of each merging entity are debts, obligations and other liabilities of the surviving entity;

(5) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers and purposes of each merging entity vest in the surviving entity;

(6) If the surviving entity exists before the merger:

(A) All its property continues to be vested in it without transfer, reversion or impairment;

(B) It remains subject to all its debts, obligations and other liabilities; and

(C) All its rights, privileges, immunities, powers and purposes continue to be vested in it;

(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(8) If the surviving entity exists before the merger:

(A) Its public organic record, if any, is amended to the extent provided in the statement of merger; and

(B) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;

(9) If the surviving entity is created by the merger, its private organic rules are effective and:

(A) If it is a filing entity, its public organic record is effective; and

(B) If it is a limited liability partnership, its statement of qualification is effective; and

(10) The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 30-22-109, Idaho Code, and the merging entity's organic law.

(b) Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this part 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 merging entity.

(c) When a merger under this part becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective.

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

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

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

(3) The organic law of the domestic merging 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 merger had not occurred.

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

(e) When a merger under this part becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in accordance with applicable law.

(f) When a merger under this part becomes effective, registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.

History:

[30-22-206, added 2015, ch. 243, sec. 18, p. 793.]
Idaho Code § 30-1512 — Idaho Code / Title 30 / Chapter 15 / Section 30-1512
30-1512 CRIMINAL PENALTIES.
Status: in_force

30-1512. Criminal penalties. (1) Any person who willfully violates:

(a) Any provision of this chapter; or

(b) Any rule or order of the director under this chapter shall, upon conviction, be fined not more than twenty-five thousand dollars ($25,000) or imprisoned for not more than ten (10) years, or both, for each violation.

(2) Any person convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the person proves he had no knowledge of the rule or order.

(3) The director may refer such evidence as is available concerning violations of the provisions of this chapter or any rule or order of the director to the attorney general of this state or the proper prosecuting attorney, who may, with or without such a reference from the director, institute the appropriate criminal proceedings under this chapter.

History:

[30-1512, added 1989, ch. 414, sec. 1, p. 1013.]
Idaho Code § 30-801 — Idaho Code / Title 30 / Chapter 8 / Section 30-801
30-801 CONTRACTS FOR MUNICIPAL WATER SUPPLY.
Status: in_force

30-801. Contracts for municipal water supply. No corporation formed to supply any city or town with water must do so unless previously authorized by an ordinance of the authorities thereof, or unless it is done in conformity with a contract entered into between the city or town and the corporation. Contracts so made are valid and binding in law, but an exclusive right must not be granted. No contract or grant must be made for a term exceeding fifty (50) years.

History:

[(30-801) R.S., sec. 2710; reen. R.C., sec. 2838; compiled and reen. C.L., sec. 2838; C.S., sec. 4842; I.C.A., sec. 29-801.]
Idaho Code § 30-29-824 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-824
30-29-824 QUORUM AND VOTING.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-824. QUORUM AND VOTING. (a) Unless the articles of incorporation or bylaws provide for a greater or fewer number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of fewer than one-third (1/3) of the specified or fixed number of directors.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

(d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless:

(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting;

(2) The dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

History:

[30-29-824, added 2015, ch. 243, sec. 63, p. 930; am. 2019, ch. 90, sec. 87, p. 274.]
Idaho Code § 30-30-501 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-501
30-30-501 ANNUAL AND REGULAR MEETINGS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-501. Annual and regular meetings. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(3) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.

(4) At the annual meeting:

(a) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 30-30-505, Idaho Code.

(5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of section 30-30-505, Idaho Code.

(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

History:

[30-30-501, added 2015, ch. 243, sec. 78, p. 977.]
Idaho Code § 30-29-740 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-740
30-29-740 PART DEFINITIONS.
Status: in_force

PART 7

SHAREHOLDERS

30-29-740. part DEFINITIONS. As used in sections 30-29-741 through 30-29-747, Idaho Code:

(1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 30-29-747, Idaho Code, in the right of a foreign corporation.

(2) "Shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.

History:

[30-29-740, added 2015, ch. 243, sec. 62, p. 925; am. 2019, ch. 90, sec. 65, p. 266.]
Idaho Code § 30-30-1006 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1006
30-30-1006 UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION.
Status: in_force

PART 10

DISSOLUTION

30-30-1006. Unknown claims against dissolved corporation. (1) The directors of a dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(2) The notice must:

(a) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or, if none in this state, in Ada county;

(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(c) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years after publication of the notice.

(3) If the directors of a dissolved corporation publish a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years after the publication date of the newspaper notice:

(a) A claimant who did not receive written notice under section 30-30-1005, Idaho Code;

(b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and

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

(4) A claim may be enforced under this section:

(a) Against the dissolved corporation to the extent of its undistributed assets; or

(b) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

History:

[30-30-1006, added 2015, ch. 243, sec. 83, p. 1003.]
Idaho Code § 30-27-104 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-104
30-27-104 GOVERNING LAW.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-104. governing law. (a) Except as otherwise provided in subsection (b) of this section, the law of this state governs the operation in this state of an unincorporated nonprofit association formed or operating in this state.

(b) Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities governs the internal affairs of the association.

History:

[30-27-104, added 2015, ch. 243, sec. 53, p. 898.]
Idaho Code § 30-21-409 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-409
30-21-409 CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT.
Status: in_force

PART 4

REGISTERED AGENT OF ENTITY

30-21-409. CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT. (a) If a commercial registered agent changes its name, its address as listed under section 30-21-405(a), Idaho Code, its type of entity, or its jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change signed by the agent which states:

(1) The name of the agent as listed under section 30-21-405(a), Idaho Code;

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

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

(4) If the agent is an entity:

(i) If the type of entity of the agent has changed, the new type of entity; and

(ii) If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.

(b) The filing by the secretary of state of a statement of change under subsection (a) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent.

(c) A commercial registered agent shall promptly furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement.

(d) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under section 30-21-405, Idaho Code. A cancellation under this subsection has the same effect as a termination under section 30-21-406, Idaho Code. Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record in the manner provided in section 30-21-412(b) or (c), Idaho Code, on:

(1) Each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in section 30-21-412, Idaho Code; and

(2) The agent stating that the listing of the agent has been canceled under this section.

History:

[30-21-409, added 2015, ch. 243, sec. 10, p. 773.]
Idaho Code § 30-30-1106 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-1106
30-30-1106 REPORT OF INDEMNIFICATION TO MEMBERS.
Status: in_force

PART 11

RECORDS AND REPORTS

30-30-1106. Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under section 30-30-626, Idaho Code, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

History:

[30-30-1106, added 2015, ch. 243, sec. 84, p. 1006.]
Idaho Code § 30-205 — Idaho Code / Title 30 / Chapter 2 / Section 30-205
30-205 REDEMPTION FROM SALE.
Status: in_force

30-205. Redemption from sale. The person, firm, association, company, or corporation may, at any time within one (1) year after such sale, redeem the franchise by paying or tendering to the purchaser thereof the sum paid therefor, with ten per cent (10%) interest thereon, but without any allowance for the toll which he may in the meantime have received; and upon such payment or tender, the franchise and all the rights and privileges thereof revert and belong to the person, firm, association, company, or corporation, as if no such sale had been made.

History:

[(30-205) R.S., sec. 2646; reen. R.C. & C.L., sec. 2782; C.S., sec. 4765; I.C.A., sec. 29-205; am. 1941, ch. 102, sec. 5, p. 183.]
Idaho Code § 30-22-106 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-106
30-22-106 NONEXCLUSIVITY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-22-106. NONEXCLUSIVITY. The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

History:

[30-22-106, added 2015, ch. 243, sec. 17, p. 789.]
Idaho Code § 30-29-1701 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1701
30-29-1701 APPLICATION TO EXISTING DOMESTIC CORPORATIONS.
Status: in_force

PART 17

TRANSITION PROVISIONS

30-29-1701. APPLICATION TO EXISTING DOMESTIC CORPORATIONS. This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.

History:

[30-29-1701, added 2015, ch. 243, sec. 72, p. 967; am. 2019, ch. 90, sec. 168, p. 333.]
Idaho Code § 30-29-859 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-859
30-29-859 EXCLUSIVITY.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-859. exclusivity. A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by sections 30-29-850 through 30-29-859, Idaho Code.

History:

[30-29-859, added 2015, ch. 243, sec. 63, p. 939.]
Idaho Code § 30-1708 — Idaho Code / Title 30 / Chapter 17 / Section 30-1708
30-1708 SEVERABILITY.
Status: in_force

30-1708. Severability. The provisions of this chapter 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 remaining portions of this act that can give effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.

History:

[30-1708, added 1988, ch. 84, sec. 3, p. 168.]
Idaho Code § 30-24-604 — Idaho Code / Title 30 / Chapter 24 / Section 30-24-604
30-24-604 POWER TO DISSOCIATE AS GENERAL PARTNER — WRONGFUL DISSOCIATION.
Status: in_force

PART 6

DISSOCIATION

30-24-604. POWER TO DISSOCIATE AS GENERAL PARTNER — WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under section 30-24-603(1), Idaho Code.

(b) A person's dissociation as a general partner is wrongful only if the dissociation:

(1) Is in breach of an express provision of the partnership agreement; or

(2) Occurs before the completion of the winding up of the limited partnership, and:

(A) The person withdraws as a general partner by express will;

(B) The person is expelled as a general partner by judicial order under section 30-24-603(5), Idaho Code;

(C) The person is dissociated as a general partner under section 30-24-603(7), Idaho Code; or

(D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 30-24-901, Idaho Code, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.

History:

[30-24-604, added 2015, ch. 243, sec. 38, p. 859.]
Idaho Code § 30-30-207 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-207
30-30-207 EMERGENCY BYLAWS AND POWERS.
Status: in_force

PART 2

INCORPORATION

30-30-207. EMERGENCY BYLAWS AND POWERS. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(a) How to call a meeting of the board;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

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

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

(a) Binds the corporation; and

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

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

History:

[30-30-207, added 2015, ch. 243, sec. 75, p. 973.]
Idaho Code § 30-30-707 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-707
30-30-707 EFFECT OF AMENDMENT AND RESTATEMENT OF ARTICLES.
Status: in_force

PART 7

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

30-30-707. Effect of amendment and restatement of articles. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

History:

[30-30-707, added 2015, ch. 243, sec. 80, p. 996.]
Idaho Code § 30-906 — Idaho Code / Title 30 / Chapter 9 / Section 30-906
30-906 EXEMPTION — BURDEN OF PROOF.
Status: in_force

30-906. Exemption — Burden of proof. In any proceeding or action under this chapter, the burden of proving an exemption from the requirements of this chapter is upon the person claiming the exemption.

History:

[30-906, added 2005, ch. 236, sec. 2, p. 719.]
Idaho Code § 30-29-801 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-801
30-29-801 REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-801. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS. (a) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, each corporation shall have a board of directors.

(b) Except as may be provided in an agreement authorized under section 30-29-732, Idaho Code, and subject to any limitation in the articles of incorporation permitted by section 30-29-202(b), Idaho Code, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight of the board of directors.

History:

[30-29-801, added 2015, ch. 243, sec. 63, p. 927; am. 2019, ch. 90, sec. 73, p. 270.]
Idaho Code § 30-30-622 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-622
30-30-622 DUTIES AND AUTHORITY OF OFFICERS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-622. Duties and authority of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.

History:

[30-30-622, added 2015, ch. 243, sec. 79, p. 990.]
Idaho Code § 30-29-145 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-145
30-29-145 DEFINITIONS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-29-145. definitions. For purposes of sections 30-29-145 through 30-29-152, Idaho Code:

(1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.

(2) "Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.

(3) "Defective corporate action" means any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken, would have been within the power of the corporation, but is void or voidable due to a failure of authorization, and is an overissue.

(4) "Failure of authorization" means the failure to authorize, approve or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

(5) "Overissue" means the purported issuance of shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under section 30-29-601, Idaho Code, at the time of such issuance; or shares of any class or series that is not then authorized for issuance by the articles of incorporation.

(6) "Putative shares" means the shares of any class or series, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation or interests with respect to such shares that were created or issued as a result of a defective corporate action that, but for any failure of authorization, would constitute valid shares or cannot be determined by the board of directors to be valid shares.

(7) "Valid shares" means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under sections 30-29-145 through 30-29-152, Idaho Code.

(8) "Validation effective time" with respect to any defective corporate action ratified under sections 30-29-145 through 30-29-152, Idaho Code, means the later of:

(a) The time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 30-29-149, Idaho Code, becomes effective in accordance with section 30-29-141, Idaho Code; and

(b) The time at which any articles of validation filed in accordance with section 30-29-151, Idaho Code, become effective.

The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under section 30-29-152, Idaho Code, or otherwise, unless otherwise ordered by the court.

History:

[30-29-145, added 2019, ch. 90, sec. 8, p. 233.]
Idaho Code § 30-29-201 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-201
30-29-201 INCORPORATORS.
Status: in_force

PART 2

INCORPORATION

30-29-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

History:

[30-29-201, added 2015, ch. 243, sec. 57, p. 905.]
Idaho Code § 30-29-1324 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1324
30-29-1324 PAYMENT.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1324. Payment. (a) Except as provided in section 30-29-1325, Idaho Code, within thirty (30) days after the form required by section 30-29-1322(b)(2)(ii), Idaho Code, is due, the corporation shall pay in cash to those shareholders who complied with section 30-29-1323(a), Idaho Code, the amount the corporation estimates to be the fair value of their shares, plus interest.

(b) The payment to each shareholder pursuant to subsection (a) of this section must be accompanied by:

(1) Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a cash flow statement for that year, and the latest interim financial statements of such corporation, if any; provided however, that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information;

(2) A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to section 30-29-1322(b)(2)(iii), Idaho Code; and

(3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 30-29-1326, Idaho Code, and that if any such shareholder does not do so within the time period specified in section 30-29-1326(b), Idaho Code, such shareholder shall be deemed to have accepted the payment under subsection (a) of this section in full satisfaction of the corporation's obligations under this part.

History:

[30-29-1324, added 2015, ch. 243, sec. 68, p. 954; am. 2019, ch. 90, sec. 139, p. 316.]
Idaho Code § 30-27-107 — Idaho Code / Title 30 / Chapter 27 / Section 30-27-107
30-27-107 STATEMENT OF AUTHORITY AS TO REAL PROPERTY.
Status: in_force

PART 1

GENERAL PROVISIONS

30-27-107. STATEMENT OF AUTHORITY AS TO REAL PROPERTY. (a) In this section, "statement of authority" means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.

(b) An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the association in the office in the county in which a transfer of the property would be recorded.

(c) A statement of authority must state:

(1) The name of the unincorporated nonprofit association;

(2) The address in this state, including the street address, if any, of the association or, if the association does not have an address in this state, its out-of-state address;

(3) That the association is an unincorporated nonprofit association; and

(4) The name, title, or position of a person authorized to transfer an interest in real property held in the name of the association.

(d) A statement of authority must be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.

(e) A filing officer may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property.

(f) A document amending, revoking, or canceling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and recording an original statement.

(g) Unless canceled earlier, a recorded statement of authority and its most recent amendment expire five (5) years after the date of the most recent recording.

(h) If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is recorded in the office of the county in which a transfer of the property would be recorded, the authority of the person named under subsection (c)(4) of this section is conclusive in favor of a person that gives value without notice that the person lacks authority.

History:

[30-27-107, added 2015, ch. 243, sec. 53, p. 898.]
Idaho Code § 30-21-105 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-105
30-21-105 RULES AND PROCEDURES.
Status: in_force

PART 1

PRELIMINARY PROVISIONS

30-21-105. rules and procedures. The secretary of state may:

(1) Adopt rules to administer this act in accordance with the administrative procedure act; and

(2) Prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this act and are not required by the administrative procedure act to be adopted as rules.

History:

[30-21-105, added 2015, ch. 243, sec. 7, p. 763.]
Idaho Code § 30-21-210 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-210
30-21-210 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.
Status: in_force

PART 2

FILING

30-21-210. SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. (a) If a person required by this act to sign or deliver a record to the secretary of state for filing under this act does not do so, any other person that is aggrieved may petition the district court to order:

(1) The person to sign the record;

(2) The person to deliver the record to the secretary of state for filing; or

(3) The secretary of state to file the record unsigned.

(b) If the petitioner under subsection (a) of this section is not the entity to which the record pertains, the petitioner shall make the entity a party to the action.

(c) A record filed under subsection (a)(3) of this section is effective without being signed.

History:

[30-21-210, added 2015, ch. 243, sec. 8, p. 766.]
Idaho Code § 30-23-306 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-306
30-23-306 PARTNER'S LIABILITY.
Status: in_force

PART 3

RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

30-23-306. PARTNER'S LIABILITY. (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.

(b) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner.

(c) A debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability partnership solely by reason of being or so acting as a partner. This subsection applies:

(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under section 30-23-901(b), Idaho Code; and

(2) Regardless of the dissolution of the limited liability partnership.

(d) The failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner for a debt, obligation, or other liability of the partnership.

(e) The cancellation or administrative revocation of a limited liability partnership's statement of qualification does not affect the limitation in this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect.

History:

[30-23-306, added 2015, ch. 243, sec. 25, p. 816.]
Idaho Code § 30-1611 — Idaho Code / Title 30 / Chapter 16 / Section 30-1611
30-1611 JURISDICTION.
Status: in_force

30-1611. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership or voting powers specified in such law, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.

(2) If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership specified in such law and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of section 30-1601(12), Idaho Code, and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter's provisions are first applicable to a particular control share acquisition that the other jurisdiction's law adequately provides for the protection of Idaho shareholders.

History:

[30-1611, added 1988, ch. 84, sec. 2, p. 157.]
Idaho Code § 30-29-863 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-863
30-29-863 SHAREHOLDERS' ACTION.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-863. shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of section 30-29-861(b)(2), Idaho Code, if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:

(1) Notice to shareholders describing action to be taken respecting the transaction;

(2) Provision to the corporation of the information referred to in subsection (b) of this section; and

(3) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. In the case of shareholders' action at a meeting, the shareholders entitled to vote shall be determined as of the record date for notice of the meeting.

(b) A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section, and the identity of the holders of those shares.

(c) As used in this section:

(1) "Holder" means and "held by" refers to shares held by a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner; and

(2) "Qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by either a director who has a conflicting interest respecting the transaction or a related person of the director, not including a person described in section 30-29-860(5)(f), Idaho Code.

(d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders or by the voting of shares that are not qualified shares.

(e) If a shareholders' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence, and did not in fact determine, the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.

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

History:

[30-29-863, added 2015, ch. 243, sec. 63, p. 941; am. 2019, ch. 90, sec. 111, p. 289; am. 2025, ch. 211, sec. 15, p. 981.]
Idaho Code § 30-25-804 — Idaho Code / Title 30 / Chapter 25 / Section 30-25-804
30-25-804 PLEADING.
Status: in_force

PART 8

ACTIONS BY MEMBERS

30-25-804. pleading. In a derivative action, the complaint must state with particularity:

(1) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or

(2) Why demand should be excused as futile.

History:

[30-25-804, added 2015, ch. 243, sec. 50, p. 896.]
Idaho Code § 30-30-517 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-517
30-30-517 VOTING AGREEMENTS.
Status: in_force

PART 5

MEMBER MEETINGS

30-30-517. Voting agreements. (1) If the articles or bylaws specifically allow for voting agreements, two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years.

(2) A voting agreement created under this section is specifically enforceable.

History:

[30-30-517, added 2015, ch. 243, sec. 78, p. 984.]
Idaho Code § 30-23-406 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-406
30-23-406 LIMITATIONS ON DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-406. LIMITATIONS ON DISTRIBUTIONS BY LIMITED LIABILITY PARTNERSHIP. (a) A limited liability partnership may not make a distribution, including a distribution under section 30-23-806, Idaho Code, if after the distribution:

(1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's business; or

(2) The partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution.

(b) A limited liability partnership may base a determination that a distribution is not prohibited under subsection (a) of this section on:

(1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

(2) A fair valuation or other method that is reasonable under the circumstances.

(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:

(1) In the case of a distribution as defined in section 30-23-102(a)(3)(A), Idaho Code, as of the earlier of:

(A) The date money or other property is transferred or debt is incurred by the limited liability partnership; or

(B) The date the person entitled to the distribution ceases to own the interest or rights being acquired by the partnership in return for the distribution;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of the date:

(A) The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or

(B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.

(d) A limited liability partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.

(e) A limited liability partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.

(f) In measuring the effect of a distribution under section 30-23-806, Idaho Code, the liabilities of a dissolved limited liability partnership do not include any claim that has been disposed of under section 30-23-807, 30-23-808 or 30-23-809, Idaho Code.

History:

[30-23-406, added 2015, ch. 243, sec. 26, p. 819; am. 2020, ch. 82, sec. 25, p. 197.]
Idaho Code § 30-21-805 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-805
30-21-805 FILING OF CERTIFICATE REQUIRED.
Status: in_force

PART 8

ASSUMED BUSINESS NAMES

30-21-805. FILING OF CERTIFICATE REQUIRED. (a) Any person who proposes to or intends to transact business in Idaho under an assumed business name shall, before beginning to transact business, deliver to the secretary of state for filing a certificate of assumed business name in a form prescribed by the secretary of state.

(b) A separate certificate of assumed business name must be filed for each assumed business name a person uses.

History:

[30-21-805, added 2015, ch. 243, sec. 14, p. 784.]
Idaho Code § 30-23-111 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-111
30-23-111 SUBJECTS COVERED OUTSIDE CHAPTER.
Status: in_force

PART 1

GENERAL PROVISIONS

30-23-111. subjects covered outside chapter. The following subjects are covered outside this chapter:

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

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

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

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

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

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

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

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

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

History:

[30-23-111, added 2015, ch. 243, sec. 23, p. 812; am. 2020, ch. 82, sec. 22, p. 196.]
Idaho Code § 30-21-702 — Idaho Code / Title 30 / Chapter 21 / Section 30-21-702
30-21-702 SUPPLEMENTAL PRINCIPLES OF LAW.
Status: in_force

PART 7

MISCELLANEOUS PROVISIONS

30-21-702. SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.

History:

[30-21-702, added 2015, ch. 243, sec. 13, p. 782.]
Idaho Code § 30-23-808 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-808
30-23-808 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-808. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY PARTNERSHIP. (a) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.

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

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

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

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

(4) Unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner based on section 30-23-306, Idaho Code.

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

(1) A claimant that did not receive notice in a record under section 30-23-807, Idaho Code;

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

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

(d) A claim not barred under this section or section 30-23-807, Idaho Code, may be enforced:

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

(2) Except as otherwise provided in section 30-23-809, Idaho Code, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and

(3) Against any person liable on the claim under sections 30-23-306, 30-23-703 and 30-23-805, Idaho Code.

History:

[30-23-808, added 2015, ch. 243, sec. 30, p. 834.]
Idaho Code § 30-14-609 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-609
30-14-609 JUDICIAL REVIEW.
Status: in_force

PART 6.

ADMINISTRATION AND JUDICIAL REVIEW

30-14-609. Judicial review. Judicial review of orders. A final order issued by the administrator under this chapter is subject to judicial review in accordance with chapter 52, title 67, Idaho Code.

History:

[30-14-609, added 2004, ch. 45, sec. 2, p. 222.]
Idaho Code § 30-30-623 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-623
30-30-623 STANDARDS OF CONDUCT FOR OFFICERS.
Status: in_force

PART 6

DIRECTORS AND OFFICERS

30-30-623. Standards of conduct for officers. (1) An officer with discretionary authority shall discharge his duties under that authority:

(a) In good faith;

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

(c) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.

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

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

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

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

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

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

History:

[30-30-623, added 2015, ch. 243, sec. 79, p. 991.]
Idaho Code § 30-1505 — Idaho Code / Title 30 / Chapter 15 / Section 30-1505
30-1505 UNLAWFUL COMMODITY ACTIVITIES.
Status: in_force

30-1505. Unlawful commodity activities. (1) No person shall engage in a trade or business or otherwise act as a commodity merchant unless such person:

(a) Is registered or temporarily licensed with the commodity futures trading commission for each activity constituting such person as a commodity merchant and such registration or temporary license shall not have expired, nor been suspended nor revoked; or

(b) Is exempt from such registration by virtue of the commodity exchange act or of a CFTC rule.

(2) No board of trade shall trade, or provide a place for the trading of, any commodity contract or commodity option required to be traded on or subject to the rules of a contract market designated by the commodity futures trading commission unless such board of trade has been so designated for such commodity contract or commodity option and such designation shall not have been vacated, nor suspended nor revoked.

History:

[30-1505, added 1989, ch. 414, sec. 1, p. 1010.]
Idaho Code § 30-29-851 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-851
30-29-851 PERMISSIBLE INDEMNIFICATION.
Status: in_force

PART 8

DIRECTORS AND OFFICERS

30-29-851. PERMISSIBLE INDEMNIFICATION. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:

(1)(i) The director conducted himself or herself in good faith; and

(ii) The director reasonably believed:

(A) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and

(B) In all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and

(iii) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or

(2) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by section 30-29-202(b)(5), Idaho Code.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B) of this section.

(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.

(d) Unless ordered by a court under section 30-29-854(a)(3), Idaho Code, a corporation may not indemnify a director:

(1) In connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or

(2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director's official capacity.

History:

[30-29-851, added 2015, ch. 243, sec. 63, p. 935; am. 2019, ch. 90, sec. 99, p. 281.]
Idaho Code § 30-14-412 — Idaho Code / Title 30 / Chapter 14 / Section 30-14-412
30-14-412 DENIAL, REVOCATION, SUSPENSION, WITHDRAWAL, RESTRICTION, CONDITION OR LIMITATION OF REGISTRATION.
Status: in_force

PART 4.

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

30-14-412. Denial, revocation, suspension, withdrawal, restriction, condition or limitation of registration. (a) Disciplinary conditions — Applicants. If the administrator finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a broker-dealer, agent, investment adviser or investment adviser representative, and, if the applicant is a broker-dealer or investment adviser, of any partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(b) Disciplinary conditions — Registrants. If the administrator finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this chapter may revoke, suspend, condition or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser, of any partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. Provided however, the administrator may not:

(1) Institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the administrator or a designee of the administrator more than one (1) year after the date of the order on which it is based; or

(2) Under subsection (d)(5)(A) or (B) of this section, issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) of this section would authorize the action had the conduct occurred in this state.

(c) Disciplinary penalties — Registrants. If the administrator finds that the order is in the public interest and subsections (d)(1) through (6), (8), (9), (10), (12) or (13) of this section authorizes the action, an order under this chapter may censure, impose a bar or suspension from association with a broker-dealer or investment adviser registered in this state, or impose a civil penalty in an amount not to exceed five thousand dollars ($5,000) for each violation, on a registrant and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(d) Grounds for discipline. A person may be disciplined under subsections (a) through (c) of this section if the person:

(1) Has filed an application for registration in this state under this chapter or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) Willfully violated or willfully failed to comply with this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act within the previous ten (10) years;

(3) Has been convicted of any felony or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;

(4) Is enjoined or restrained by a court of competent jurisdiction in an action instituted by the administrator under this chapter or the predecessor act, a state, the securities and exchange commission, or the United States from engaging in or continuing an act, practice or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;

(5) Is the subject of an order, issued after notice and opportunity for hearing by:

(A) The securities, depository institution, insurance or other financial services regulator of a state or by the securities and exchange commission or other federal agency denying, revoking, barring or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;

(B) The securities regulator of a state or the securities and exchange commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;

(C) The securities and exchange commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;

(D) A court adjudicating a United States postal service fraud order;

(E) The insurance regulator of a state denying, suspending or revoking registration as an insurance agent; or

(F) A depository institution regulator suspending or barring the person from the depository institution business;

(6) Is the subject of an adjudication or determination, after notice and opportunity for hearing, by the securities and exchange commission, the commodity futures trading commission; the federal trade commission; a federal depository institution regulator, or a depository institution, insurance or other financial services regulator of a state that the person willfully violated the securities act of 1933, the securities exchange act of 1934, the investment advisers act of 1940, the investment company act of 1940, or the commodity exchange act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking or finance is regulated;

(7) Is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, provided however that the administrator may not enter an order against an applicant or registrant under this paragraph (7) without a finding of insolvency as to the applicant or registrant;

(8) Refuses to allow or otherwise impedes the administrator from conducting an audit or inspection under section 30-14-411(d), Idaho Code, or refuses access to a registrant's office to conduct an audit or inspection under section 30-14-411(d), Idaho Code;

(9) Has failed to reasonably supervise an agent, investment adviser representative or other individual, if the agent, investment adviser representative or other individual was subject to the person's supervision and committed a violation of this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act within the previous ten (10) years;

(10) Has not paid the proper filing fee within thirty (30) days after having been notified by the administrator of a deficiency, provided however that the administrator shall vacate an order under this paragraph (10) when the deficiency is corrected;

(11) After notice and opportunity for a hearing, has been found within the previous ten (10) years:

(A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking or finance is regulated;

(B) To have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative or similar person; or

(C) To have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;

(12) Is the subject of a cease and desist order issued by the securities and exchange commission or issued under the securities, commodities, investment, franchise, banking, finance or insurance laws of a state;

(13) Has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance or insurance business within the previous ten (10) years; or

(14) Is not qualified on the basis of factors such as training, experience and knowledge of the securities business. Provided however, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph (14) if the individual has successfully completed all examinations required by subsection (e) of this section. The administrator may require an applicant for registration under section 30-14-402 or 30-14-404, Idaho Code, who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination.

(e) Examinations. A rule adopted or an order issued under this chapter may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this chapter may waive, in whole or in part, an examination as to an individual and a rule adopted under this chapter may waive, in whole or in part, an examination as to a class of individuals if the administrator determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) Summary process. The administrator may suspend or deny an application summarily; restrict, condition, limit or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the administrator shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the administrator within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) Procedural requirements. An order issued may not be issued under this section, except under subsection (f) of this section, without:

(1) Appropriate notice to the applicant or registrant;

(2) Opportunity for hearing; and

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

(h) Control person liability. A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the administrator under subsections (a) through (c) of this section to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

(i) Limit on investigation or proceeding. The administrator may not institute a proceeding under subsection (a), (b) or (c) of this section based solely on material facts actually known by the administrator unless an investigation or the proceeding is instituted within one (1) year after the administrator actually acquires knowledge of the material facts.

History:

[30-14-412, added 2004, ch. 45, sec. 2, p. 205; am. 2008, ch. 143, sec. 2, p. 420; am. 2012, ch. 65, sec. 5, p. 182; am. 2022, ch. 101, sec. 2, p. 347.]
Idaho Code § 30-23-401 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-401
30-23-401 PARTNER'S RIGHTS AND DUTIES.
Status: in_force

PART 4

RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

30-23-401. PARTNER'S RIGHTS AND DUTIES. (a) Each partner is entitled to an equal share of the partnership profits and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.

(b) A partnership shall reimburse a partner for any payment made by the partner in the course of the partner's activities on behalf of the partnership, if the partner complied with this section and section 30-23-409, Idaho Code, in making the payment.

(c) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of this section or section 30-23-407 or 30-23-409, Idaho Code.

(d) In the ordinary course of its business, a partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (c) of this section.

(e) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under section 30-23-105(c)(7), Idaho Code, the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.

(f) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(g) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (b) or (f) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(h) Each partner has equal rights in the management and conduct of the partnership's business.

(i) A partner may use or possess partnership property only on behalf of the partnership.

(j) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership, and an amendment to the partnership agreement, may be undertaken only with the affirmative vote or consent of all of the partners.

History:

[30-23-401, added 2015, ch. 243, sec. 26, p. 818; am. 2020, ch. 82, sec. 23, p. 196.]
Idaho Code § 30-29-1320 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1320
30-29-1320 NOTICE OF APPRAISAL RIGHTS.
Status: in_force

PART 13

APPRAISAL RIGHTS

30-29-1320. NOTICE OF APPRAISAL RIGHTS. (a) Where any corporate action specified in section 30-29-1302(a), Idaho Code, is to be submitted to a vote at a shareholders' meeting, the meeting notice, or where no approval of such action is required pursuant to section 30-29-1104(j), Idaho Code, the offer made pursuant to section 30-29-1104(j), Idaho Code, must state that the corporation has concluded that appraisal rights are, are not, or may be available under this part. If the corporation concludes that appraisal rights are or may be available, a copy of this part must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.

(b) In a merger pursuant to section 30-29-1105, Idaho Code, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten (10) days after the corporate action became effective and include the materials described in section 30-29-1322, Idaho Code.

(c) Where any corporate action specified in section 30-29-1302(a), Idaho Code, is to be approved by written consent of the shareholders pursuant to section 30-29-704, Idaho Code:

(1) Written notice that appraisal rights are, are not, or may be available shall be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of this chapter; and

(2) Written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by section 30-29-704(e) and (f), Idaho Code, may include the materials described in section 30-29-1322, Idaho Code, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter.

(d) Where corporate action described in section 30-29-1302(a), Idaho Code, is proposed, or a merger pursuant to section 30-29-1105, Idaho Code, is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section must be accompanied by:

(1) Financial statements of the corporation that issued the shares that may be subject to appraisal, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of the notice, an income statement for that year, and a cash flow statement for that year; provided that, if such financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(2) The latest interim financial statements of such corporation, if any.

(e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.

History:

[30-29-1320, added 2015, ch. 243, sec. 68, p. 952; am. 2019, ch. 90, sec. 135, p. 313.]
Idaho Code § 30-22-202 — Idaho Code / Title 30 / Chapter 22 / Section 30-22-202
30-22-202 PLAN OF MERGER.
Status: in_force

PART 2

MERGER

30-22-202. PLAN OF MERGER. (a) A domestic entity may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain:

(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;

(2) If the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;

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

(4) If the surviving entity exists before the merger, any proposed amendments to:

(A) Its public organic record, if any; and

(B) Its private organic rules that are, or are proposed to be, in a record;

(5) If the surviving entity is to be created in the merger:

(A) Its proposed public organic record, if any; and

(B) The full text of its private organic rules that are proposed to be in a record;

(6) The other terms and conditions of the merger; and

(7) Any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.

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

History:

[30-22-202, added 2015, ch. 243, sec. 18, p. 790.]
Idaho Code § 30-30-102 — Idaho Code / Title 30 / Chapter 30 / Section 30-30-102
30-30-102 FILING REQUIREMENTS.
Status: in_force

PART 1

GENERAL PROVISIONS

30-30-102. Filing requirements. (1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:

(a) By the presiding officer of its board of directors of a domestic or foreign nonprofit corporation, by its president, or by another of its officers;

(b) If the corporation has not been formed, by an incorporator; or

(c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(2) The annual report delivered to the secretary of state for filing under section 30-21-213, Idaho Code, shall be executed by one (1) of the persons identified in subsection (1) of this section or by another person who is authorized by the board of directors to execute the report.

History:

[30-30-102, added 2015, ch. 243, sec. 74, p. 968; am. 2018, ch. 28, sec. 1, p. 52.]
Idaho Code § 30-2011 — Idaho Code / Title 30 / Chapter 20 / Section 30-2011
30-2011 RIGHT OF ACTION.
Status: in_force

30-2011. right of action. (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the corporation's failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation, or the corporation's violation of an obligation, duty or standard of conduct under this chapter.

(2) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

(3) A benefit enforcement proceeding may be commenced or maintained directly by the benefit corporation, or derivatively by:

(a) A person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;

(b) A director;

(c) A person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or

(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.

(4) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.

History:

[30-2011, added 2015, ch. 217, sec. 1, p. 678.]
Idaho Code § 30-1614 — Idaho Code / Title 30 / Chapter 16 / Section 30-1614
30-1614 SHORT TITLE.
Status: in_force

30-1614. Short title. This chapter shall be known and may be cited as the "Control Share Acquisition Law."

History:

[30-1614, added 1988, ch. 84, sec. 2, p. 158.]
Idaho Code § 30-23-802 — Idaho Code / Title 30 / Chapter 23 / Section 30-23-802
30-23-802 WINDING UP.
Status: in_force

PART 8

DISSOLUTION AND WINDING UP

30-23-802. WINDING UP. (a) A dissolved partnership shall wind up its business and, except as otherwise provided in section 30-23-803, Idaho Code, the partnership continues after dissolution only for the purpose of winding up.

(b) In winding up its business, the partnership:

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

(2) May:

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

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

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

(D) Transfer the partnership's property;

(E) Settle disputes by mediation or arbitration;

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

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

(c) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.

(d) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under subsection (c) of this section, the personal or legal representative of the last person to have been a partner may wind up the partnership's business. If the representative does not exercise that right, a person to wind up the partnership's business may be appointed by the affirmative vote or consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this subsection has the powers of a partner under section 30-23-804, Idaho Code, but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership's business.

(e) On the application of any partner or person entitled under subsection (c) of this section to participate in winding up, the district court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's business, if:

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

(2) The applicant establishes other good cause.

History:

[30-23-802, added 2015, ch. 243, sec. 30, p. 830.]
Idaho Code § 30-920 — Idaho Code / Title 30 / Chapter 9 / Section 30-920
30-920 REMEDIES.
Status: in_force

30-920. Remedies. (1) Whenever it appears to the director that any person has engaged in or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order thereunder, is conducting its business in an unsafe and injurious manner, or that its capital or assets are impaired, the director may in his discretion:

(a) Order the person to cease and desist from the violation of any provision of this chapter, rule or order thereunder;

(b) Issue an order revoking or suspending the licensee's escrow agency license;

(c) After notice and the opportunity for a hearing, except as otherwise provided in this chapter, issue an order imposing a civil penalty not to exceed five thousand dollars ($5,000) for each violation of this chapter or any rule or order thereunder;

(d) After notice and the opportunity for a hearing, issue an order of restitution to any person for loss of money or property resulting from a violation of this chapter; and

(e) Issue an order, pursuant to section 67-5247, Idaho Code, impounding the accounts, including all operating and trust accounts, of any licensee or person required to be licensed under this chapter.

(2) In addition to such remedies, the director may bring an action in the fourth district court in and for Ada county or in such other court as the director deems appropriate. Upon a proper showing, the court may:

(a) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;

(b) Order other appropriate or ancillary relief, which may include:

(i) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the director, for the defendant or the defendant's assets;

(ii) Ordering the director to take charge and control of a defendant's property, including investment accounts and accounts in a financial institution, rents and profits; to collect debts; and to acquire and dispose of property;

(c) Issue an order of restitution to any person for loss of money or property resulting from a violation of this chapter; and

(d) Except as otherwise provided by this chapter, impose a civil penalty not to exceed five thousand dollars ($5,000) for each violation.

(3) The court may not require the director to post a bond.

History:

[30-920, added 2005, ch. 236, sec. 2, p. 725; am. 2008, ch. 311, sec. 3, p. 860.]
Idaho Code § 30-29-640 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-640
30-29-640 DISTRIBUTIONS TO SHAREHOLDERS.
Status: in_force

PART 6

SHARES AND DISTRIBUTIONS

30-29-640. distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.

(b) The board of directors may fix the record date for determining shareholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, the record date is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured:

(1) In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of:

(i) The date cash or other property is transferred or debt to a shareholder is incurred by the corporation; or

(ii) The date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) In all other cases, as of:

(i) The date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or

(ii) The date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If such indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

(h) This section shall not apply to distributions in liquidation under part 14 of this chapter.

History:

[30-29-640, added 2015, ch. 243, sec. 61, p. 916; am. 2019, ch. 90, sec. 42, p. 251.]
Idaho Code § 30-29-1407 — Idaho Code / Title 30 / Chapter 29 / Section 30-29-1407
30-29-1407 OTHER CLAIMS AGAINST DISSOLVED CORPORATION.
Status: in_force

PART 14

DISSOLUTION

30-29-1407. OTHER CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.

(b) The notice must:

(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located or, if none in this state, in Ada county, or be posted conspicuously for at least thirty (30) days on the dissolved corporation's website;

(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice.

(c) If the dissolved corporation publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three (3) years after the publication date of the notice:

(1) A claimant who was not given written notice under section 30-29-1406, Idaho Code;

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

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

(d) A claim that is not barred by section 30-29-1406(c), Idaho Code, or subsection (c) of this section may be enforced:

(1) Against the dissolved corporation, to the extent of its undistributed assets; or

(2) Except as provided in section 30-29-1408(d), Idaho Code, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.

History:

[30-29-1407, added 2015, ch. 243, sec. 69, p. 959; am. 2019, ch. 90, sec. 151, p. 322.]