reglab/housing_qa huggingface dataset:
ID Code § 30-29-1330 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 13 - APPRAISAL RIGHTS|Section 30-29-1330 - COURT ACTION.

30-29-1330. COURT ACTION. (a) If a shareholder makes demand for payment under section 30-29-1326, Idaho Code, that remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 30-29-1326, Idaho Code, plus interest. (b) The corporation shall commence the proceeding in the appropriate court of the county where the corporation’s principal office is located, or, if none in this state, Ada county. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Ada county. (c) The corporation shall make all shareholders, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding, as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial. (e) Each shareholder made a party to the proceeding is entitled to judgment: (1) For the amount, if any, by which the court finds the fair value of the shareholder’s shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest; or (2) For the fair value, plus interest, of the shareholder’s shares for which the corporation elected to withhold payment under section 30-29-1325, Idaho Code.  History: [30-29-1330, added 2015, ch. 243, sec. 68, p. 955; am. 2019, ch. 90, sec. 142, p. 317.]
ID Code § 30-29-1331 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 13 - APPRAISAL RIGHTS|Section 30-29-1331 - COURT COSTS AND EXPENSES.

30-29-1331. COURT COSTS AND EXPENSES. (a) The court in an appraisal proceeding commenced under section 30-29-1330, Idaho Code, shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part. (b) The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable: (1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 30-29-1320, 30-29-1322, 30-29-1324 or 30-29-1325, Idaho Code; or (2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part. (c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited. (d) To the extent the corporation fails to make a required payment pursuant to section 30-29-1324, 30-29-1325 or 30-29-1326, Idaho Code, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.  History: [30-29-1331, added 2015, ch. 243, sec. 68, p. 956; am. 2019, ch. 90, sec. 143, p. 318.]
ID Code § 30-29-1340 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 13 - APPRAISAL RIGHTS|Section 30-29-1340 - OTHER REMEDIES LIMITED.

30-29-1340. OTHER REMEDIES LIMITED. (a) The legality of a proposed or completed corporate action described in section 30-29-1302(a), Idaho Code, may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action. (b) Subsection (a) of this section does not apply to a corporate action that: (1) Was not authorized and approved in accordance with the applicable provisions of: (i) Part 9, 10, 11, or 12 of this chapter; (ii) The articles of incorporation or bylaws; or (iii) The resolution of the board of directors authorizing the corporate action; (2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading; (3) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 30-29-862, Idaho Code, and has been approved by the shareholders in the same manner as is provided in section 30-29-863, Idaho Code, as if the interested transaction were a director’s conflicting interest transaction; or (4) Is approved by less than unanimous consent of the voting shareholders pursuant to section 30-29-704, Idaho Code, if: (i) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and (ii) The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.  History: [30-29-1340, added 2019, ch. 90, sec. 144, p. 319.]
ID Code § 30-29-1401 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1401 - DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS.

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.]
ID Code § 30-29-1402 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1402 - DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.

30-29-1402. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS. (a) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, the proposal to dissolve shall then be approved by the shareholders. In submitting the proposal to dissolve to the shareholders for approval, the board of directors shall recommend that the shareholders approve the dissolution, unless either the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation or section 30-29-826, Idaho Code, applies. In either case, the board shall inform the shareholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or the effectiveness of the dissolution. (d) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote, a greater quorum, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve.  History: [30-29-1402, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 146, p. 320.]
ID Code § 30-29-1403 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1403 - ARTICLES OF DISSOLUTION.

30-29-1403. ARTICLES OF DISSOLUTION. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date that dissolution was authorized; and (3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation. (b) The articles of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code. A corporation is dissolved upon the effective date of its articles of dissolution. (c) For purposes of sections 30-29-1401 through 30-29-1409, Idaho Code, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.  History: [30-29-1403, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 147, p. 320.]
ID Code § 30-29-1404 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1404 - REVOCATION OF DISSOLUTION.

30-29-1404. REVOCATION OF DISSOLUTION. (a) A corporation may revoke its dissolution within one hundred twenty (120) days after its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect; (5) If the corporation’s board of directors revoked a dissolution as authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If shareholder action was required to revoke the dissolution, a statement that the revocation was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation. (d) The articles of revocation of dissolution shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code. (e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.   History: [30-29-1404, added 2015, ch. 243, sec. 69, p. 957; am. 2019, ch. 90, sec. 148, p. 321.]
ID Code § 30-29-1405 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1405 - EFFECT OF DISSOLUTION.

30-29-1405. EFFECT OF DISSOLUTION. (a) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Making distributions of its remaining assets among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation’s property; (2) Prevent transfer of its shares or securities; (3) Subject its directors or officers to standards of conduct different from those prescribed in part 8 of this chapter; (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) Prevent commencement of a proceeding by or against the corporation in its corporate name; (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) Terminate the authority of the registered agent of the corporation. (c) A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution in liquidation, the record date is the date the board of directors authorizes the distribution in liquidation.  History: [30-29-1405, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 149, p. 321.]
ID Code § 30-29-1406 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1406 - KNOWN CLAIMS AGAINST DISSOLVED CORPORATION.

30-29-1406. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be fewer than one hundred twenty (120) days after the written notice is effective, by which the dissolved corporation shall receive the claim; and (4) State that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days after the rejection notice is effective. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.  History: [30-29-1406, added 2015, ch. 243, sec. 69, p. 958; am. 2019, ch. 90, sec. 150, p. 322.]
ID Code § 30-29-1407 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1407 - OTHER CLAIMS AGAINST DISSOLVED CORPORATION.

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.]
ID Code § 30-29-1408 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1408 - COURT PROCEEDINGS.

30-29-1408. COURT PROCEEDINGS. (a) A dissolved corporation that has published a notice under section 30-29-1407, Idaho Code, may file an application with the district court of the county where the dissolved corporation’s principal office is located, or, if none in this state, Ada county, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 30-29-1407(c), Idaho Code. (b) Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. (c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation. (d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.  History: [30-29-1408, added 2015, ch. 243, sec. 69, p. 959; am. 2019, ch. 90, sec. 152, p. 323.]
ID Code § 30-29-1409 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 29 - GENERAL BUSINESS CORPORATIONS|Part 14 - DISSOLUTION|Section 30-29-1409 - DIRECTOR DUTIES.

30-29-1409. DIRECTOR DUTIES. (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation that has disposed of claims under section 30-29-1406, 30-29-1407, or 30-29-1408, Idaho Code, shall not be liable for breach of subsection (a) of this section, with respect to claims against the dissolved corporation that are barred or satisfied under section 30-29-1406, 30-29-1407, or 30-29-1408, Idaho Code.  History: [30-29-1409, added 2015, ch. 243, sec. 69, p. 960; am. 2019, ch. 90, sec. 153, p. 324.]