reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-201 - ENTITY FILING REQUIREMENTS.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-202 - FORMS.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-203 - EFFECTIVE DATES AND TIMES.

30-21-203. EFFECTIVE DATES AND TIMES. Except as otherwise provided in this act and subject to section 30-21-205(d), Idaho Code, an entity filing is effective:
(1) On the date and at the time of its filing by the secretary of state as provided in section 30-21-206, Idaho Code;
(2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subsection (1) of this section;
(3) If permitted by this act, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4) If a delayed effective date as permitted by this act is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
History:
[30-21-203, added 2015, ch. 243, sec. 8, p. 764.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-204 - WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS.

30-21-204. WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS. (a) Except as otherwise provided in this act, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal.
(b) A statement of withdrawal must:
(1) Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(2) Identify the record to be withdrawn; and
(3) If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.
History:
[30-21-204, added 2015, ch. 243, sec. 8, p. 764.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-205 - CORRECTING FILED RECORD.

30-21-205. CORRECTING FILED RECORD. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if:
(1) The record at the time of filing was inaccurate;
(2) The record was defectively signed; or
(3) The electronic transmission of the record to the secretary of state was defective.
(b) To correct a filed record, a person on whose behalf the record was delivered to the secretary of state must deliver to the secretary of state for filing a statement of correction.
(c) A statement of correction:
(1) May not state a delayed effective date;
(2) Must be signed by the person correcting the filed record;
(3) Must identify the filed record to be corrected;
(4) Must specify the inaccuracy or defect to be corrected; and
(5) Must correct the inaccuracy or defect.
(d) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.
History:
[30-21-205, added 2015, ch. 243, sec. 8, p. 764.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-206 - DUTY OF SECRETARY OF STATE TO FILE — REVIEW OF REFUSAL TO FILE.

30-21-206. DUTY OF SECRETARY OF STATE TO FILE — REVIEW OF REFUSAL TO FILE. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing that satisfies this act. The duty of the secretary of state under this section is ministerial.
(b) When the secretary of state files an entity filing, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing a copy of the filing with an acknowledgment of the date and time of filing.
(c) If the secretary of state refuses to file an entity filing, the secretary of state, not later than five (5) business days after the filing is delivered, shall:
(1) Return the entity filing or notify the person that submitted the filing of the refusal; and
(2) Provide a brief explanation in a record of the reason for the refusal.
(d) If the secretary of state refuses to file an entity filing, the person that submitted the filing may petition the district court to compel its filing. The filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(e) The filing of or refusal to file an entity filing does not:
(1) Affect the validity or invalidity of the filing in whole or in part; or
(2) Create a presumption that the information contained in the filing is correct or incorrect.
History:
[30-21-206, added 2015, ch. 243, sec. 8, p. 764.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-207 - EVIDENTIARY EFFECT OF COPY OF FILED RECORD.

30-21-207. EVIDENTIARY EFFECT OF COPY OF FILED RECORD. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.
History:
[30-21-207, added 2015, ch. 243, sec. 8, p. 765.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-208 - CERTIFICATE OF GOOD STANDING OR REGISTRATION.

30-21-208. CERTIFICATE OF GOOD STANDING OR REGISTRATION. (a) On request of any person, the secretary of state shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity.
(b) A certificate under subsection (a) of this section must state:
(1) The domestic filing entity’s name or the registered foreign entity’s name used in this state;
(2) In the case of a domestic filing entity:
(A) That its public organic record has been filed and has taken effect;
(B) The date the public organic record became effective;
(C) That the records of the secretary of state do not reflect that the entity has been dissolved;
(3) In the case of a registered foreign entity, that it is registered to do business in this state.
(c) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (a) of this section may be relied upon as conclusive evidence of the facts stated in the certificate.
History:
[30-21-208, added 2015, ch. 243, sec. 8, p. 765.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-209 - SIGNING OF ENTITY FILING.

30-21-209. SIGNING OF ENTITY FILING. (a) Signing an entity filing is an affirmation under the penalties of perjury that the facts stated in the filing are true in all material respects.
(b) A record filed under this act may be signed by an agent. Whenever this act requires a particular individual to sign an entity filing and the individual is deceased or incompetent, the filing may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
History:
[30-21-209, added 2015, ch. 243, sec. 8, p. 765.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-210 - SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-211 - LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

30-21-211. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person’s behalf and knew at the time the record was signed that the information was inaccurate.
History:
[30-21-211, added 2015, ch. 243, sec. 8, p. 766.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-212 - DELIVERY BY SECRETARY OF STATE.

30-21-212. DELIVERY BY SECRETARY OF STATE. Except as otherwise provided by section 30-21-412, Idaho Code, or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it:
(1) In person to the person that submitted it for filing;
(2) To the principal office address of the person;
(3) By means of electronic transmission, pursuant to the uniform electronic transactions act, chapter 50, title 28, Idaho Code;
(4) To another address the person provides to the secretary of state for delivery; or
(5) To the address of the person’s registered agent.
History:
[30-21-212, added 2015, ch. 243, sec. 8, p. 766; am. 2017, ch. 144, sec. 1, p. 340.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 2 - FILING › Section 30-21-213 - ANNUAL REPORT FOR SECRETARY OF STATE.

30-21-213. ANNUAL REPORT FOR SECRETARY OF STATE. (a) A domestic filing entity, domestic limited liability partnership, or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:
(1) The name of the entity and its jurisdiction of formation;
(2) The information required by section 30-21-404(a), Idaho Code;
(3) The street and mailing addresses of the entity’s principal office; and
(4) The name of at least one (1) governor.
(b) Information in an annual report must be current as of the date the report is signed by the entity.
(c) The annual report must be delivered to the secretary of state for filing each year before the end of the month during which the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state. Beginning one (1) year after the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state, and each year thereafter, the annual report must be received in the office of the secretary of state not later than the close of business on the final day of the applicable month. If the secretary of state finds that such report conforms to the requirements of this chapter, he shall file the same.
(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report for correction.
(e) If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under section 30-21-407, Idaho Code.
History:
[30-21-213, added 2015, ch. 243, sec. 8, p. 766.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 3 - NAME OF ENTITY › Section 30-21-303 - RESERVATION OF NAME.

30-21-303. RESERVATION OF NAME. (a) A person may reserve the exclusive use of an entity name by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant’s exclusive use for one hundred twenty (120) days.
(b) The owner of a reserved entity name may transfer the reservation to another person by delivering to the secretary of state a signed notice in a record of the transfer that states the name and address of the transferee.
History:
[30-21-303, added 2015, ch. 243, sec. 9, p. 770.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 3 - NAME OF ENTITY › Section 30-21-304 - REGISTRATION OF NAME.

30-21-304. REGISTRATION OF NAME. (a) A foreign filing entity or foreign limited liability partnership not registered to do business in this state under part 5 of this chapter may register its name, or an alternate name adopted pursuant to section 30-21-506, Idaho Code, if the name is distinguishable on the records of the secretary of state from the names that are not available under section 30-21-301, Idaho Code.
(b) To register its name or an alternate name adopted pursuant to section 30-21-506, Idaho Code, a foreign filing entity or foreign limited liability partnership must deliver to the secretary of state for filing an application stating the entity’s name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to section 30-21-506, Idaho Code. If the secretary of state finds that the name applied for is available, the secretary of state shall register the name for the applicant’s exclusive use.
(c) The registration of a name under this section is effective for one (1) year after the date of registration.
(d) A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one (1) year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one (1) year period.
(e) A foreign filing entity or foreign limited liability partnership whose name registration is effective may register as a foreign filing entity or foreign limited liability partnership under the registered name or consent in a signed record to the use of that name by another entity.
History:
[30-21-304, added 2015, ch. 243, sec. 9, p. 770.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-401 - DEFINITIONS.

30-21-401. DEFINITIONS. In this part:
(1) "Designation of agent" means a statement designating a registered agent delivered to the secretary of state for filing under:
(A) Section 30-27-129, Idaho Code, the "Uniform Unincorporated Nonprofit Association Act"; or
(B) Section 30-21-411, Idaho Code, by a nonregistered foreign entity or domestic nonfiling entity.
(2) "Registered agent filing" means:
(A) The public organic record of a domestic filing entity;
(B) A statement of qualification of a domestic limited liability partnership;
(C) A registration statement filed pursuant to section 30-21-503, Idaho Code; or
(D) A designation of agent.
(3) "Represented entity" means:
(A) A domestic filing entity;
(B) A domestic limited liability partnership;
(C) A registered foreign entity;
(D) A domestic or foreign unincorporated nonprofit association for which a designation of agent is in effect;
(E) A domestic nonfiling entity for which a designation of agent is in effect; or
(F) A nonregistered foreign entity for which a designation of agent is in effect.
History:
[30-21-401, added 2015, ch. 243, sec. 10, p. 771.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-402 - ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED AGENT.

30-21-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED AGENT. The following shall designate and maintain a registered agent in this state:
(1) A domestic filing entity;
(2) A domestic limited liability partnership; and
(3) A registered foreign entity.
History:
[30-21-402, added 2015, ch. 243, sec. 10, p. 771.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-403 - ADDRESSES IN FILING.

30-21-403. ADDRESSES IN FILING. If a provision of this part other than section 30-21-410(a)(4), Idaho Code, requires that a record state an address, the record must state:
(1) A street address in this state; and
(2) A mailing address in this state if different from the address described in subsection (1) of this section.
History:
[30-21-403, added 2015, ch. 243, sec. 10, p. 771.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-404 - DESIGNATION OF REGISTERED AGENT.

30-21-404. DESIGNATION OF REGISTERED AGENT. (a) A registered agent filing must be signed by the represented entity and state:
(1) The name of the entity’s commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name and address of the entity’s noncommercial registered agent; or
(B) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices or demands are to be sent.
(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section is an affirmation of fact by the represented entity that the agent has consented to serve.
(c) The secretary of state shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) Be available for at least fourteen (14) calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
History:
[30-21-404, added 2015, ch. 243, sec. 10, p. 771.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-405 - LISTING OF COMMERCIAL REGISTERED AGENT.

30-21-405. LISTING OF COMMERCIAL REGISTERED AGENT. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states:
(1) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity;
(2) That the person is in the business of serving as a commercial registered agent in this state; and
(3) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered.
(b) A commercial registered agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a written record as provided in section 30-21-412(d), Idaho Code.
(c) If the name of a person delivering to the secretary of state for filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(d) The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to:
(1) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and
(2) Delete the name and address of the former agent from the registered agent filing of each of those entities.
History:
[30-21-405, added 2015, ch. 243, sec. 10, p. 772.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-406 - TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-407 - CHANGE OF REGISTERED AGENT BY ENTITY.

30-21-407. CHANGE OF REGISTERED AGENT BY ENTITY. (a) A represented entity may change the information on file under section 30-21-404(a), Idaho Code, by delivering to the secretary of state for filing a statement of change signed by the entity which states:
(1) The name of the entity; and
(2) The information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of:
(1) A statement of change under this section; or
(2) A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
(c) A statement of change under this section designating a new registered agent is an affirmation of fact by the represented entity that the agent has consented to serve.
(d) As an alternative to using the procedure in this section, a represented entity may change the information on file under section 30-21-404(a), Idaho Code, by amending its most recent registered agent filing in a manner provided by the law of this state other than this act for amending the filing.
History:
[30-21-407, added 2015, ch. 243, sec. 10, p. 773.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-408 - CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT.

30-21-408. CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT. (a) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under section 30-21-404(a), Idaho Code, the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change signed by the agent which states:
(1) The name of the entity;
(2) The name and address of the agent in effect with respect to the entity;
(3) If the name of the agent has changed, the new name;
(4) If the address of the agent has changed, the new address; and
(b) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.
History:
[30-21-408, added 2015, ch. 243, sec. 10, p. 773.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-409 - CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-410 - RESIGNATION OF REGISTERED AGENT.

30-21-410. RESIGNATION OF REGISTERED AGENT. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states:
(1) The name of the entity;
(2) The name of the agent;
(3) That the agent resigns from serving as registered agent for the entity; and
(4) The address of the entity to which the agent will send the notice required by subsection (c) of this section.
(b) A statement of resignation takes effect on the earlier of:
(1) 12:01 a.m. on the thirty-first day after the day on which it is filed by the secretary of state; or
(2) The designation of a new registered agent for the represented entity.
(c) A registered agent shall promptly furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.
(d) When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this part for any matter thereafter tendered to it as agent for the represented entity. The resignation does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
History:
[30-21-410, added 2015, ch. 243, sec. 10, p. 774.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-411 - DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY.

30-21-411. DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY. (a) A nonregistered foreign entity or domestic nonfiling entity may deliver to the secretary of state for filing a statement designating a registered agent signed by the entity that states:
(1) The name, type of entity, and jurisdiction of formation of the entity; and
(2) The information required by section 30-21-404(a), Idaho Code.
(b) A statement under subsection (a) of this section is effective for five (5) years after the date of filing unless canceled or terminated earlier.
(c) A statement under subsection (a) of this section must be signed by a person authorized to manage the affairs of the nonregistered foreign entity or domestic nonfiling entity. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the entity and that the agent has consented to serve.
(d) Designation of a registered agent under subsection (a) of this section does not register a nonregistered foreign entity to do business in this state.
(e) A statement under subsection (a) of this section may not be rejected for filing because the name of the entity signing the statement is not distinguishable on the records of the secretary of state from the name of another entity appearing on those records. The filing of such a statement does not make the name of the entity signing the statement unavailable for use by another entity.
(f) An entity that delivers to the secretary of state for filing a statement under subsection (a) of this section designating a registered agent may cancel the statement by delivering to the secretary of state for filing a statement of cancellation that states the name of the entity and that the entity is canceling its designation of a registered agent in this state.
(g) A statement under subsection (a) of this section for a nonregistered foreign entity terminates on the date the entity becomes a registered foreign entity.
History:
[30-21-411, added 2015, ch. 243, sec. 10, p. 774.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-412 - SERVICE OF PROCESS, NOTICE OR DEMAND ON ENTITY.

30-21-412. SERVICE OF PROCESS, NOTICE OR DEMAND ON ENTITY. (a) A represented entity may be served with any process, notice or demand required or permitted by law by serving its registered agent.
(b) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity’s principal office. The address of the principal office of a domestic filing entity, domestic limited liability partnership, or registered foreign entity must be as shown in the entity’s most recent annual report filed by the secretary of state. Service is effected under this subsection on the earliest of:
(1) The date the entity receives the mail or delivery by the commercial delivery service;
(2) The date shown on the return receipt, if signed by the entity; or
(3) Five (5) days after its deposit with the United States postal service or commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c) If process, notice or demand cannot be served on an entity pursuant to subsection (a) or (b) of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a registered agent must be in a written record, but service may be made on a commercial registered agent in other forms and subject to such requirements as the agent has stated in its listing under section 30-21-405,Idaho Code, that it will accept.
(e) Service of process, notice or demand may be made by other means under law other than this act.
History:
[30-21-412, added 2015, ch. 243, sec. 10, p. 775.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-413 - DUTIES OF REGISTERED AGENT.

30-21-413. DUTIES OF REGISTERED AGENT. The only duties under this part of a registered agent that has complied with this part are:
(1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand pertaining to the entity which is served on or received by the agent;
(2) To provide the notices required by this act to the entity at the address most recently supplied to the agent by the entity;
(3) If the agent is a noncommercial registered agent, to keep current the information required by section 30-21-404(a), Idaho Code, in the most recent registered agent filing for the entity; and
(4) If the agent is a commercial registered agent, to keep current the information listed for it under section 30-21-405(a),Idaho Code.
History:
[30-21-413, added 2015, ch. 243, sec. 10, p. 775.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 4 - REGISTERED AGENT OF ENTITY › Section 30-21-414 - JURISDICTION AND VENUE.

30-21-414. JURISDICTION AND VENUE. The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proceeding involving the entity.
History:
[30-21-414, added 2015, ch. 243, sec. 10, p. 775.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-501 - GOVERNING LAW.

30-21-501. GOVERNING LAW. (a) The law of the jurisdiction of formation of an entity governs:
(1) The internal affairs of the entity;
(2) The liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;
(3) The liability of a series of a limited liability company, a statutory trust, or any other unincorporated entity.
(b) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity’s jurisdiction of formation and the law of this state.
(c) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activities or affairs or exercise any power that the domestic entity of the type to which it most closely corresponds may not engage in or exercise in this state.
(d) A foreign professional entity rendering services in this state shall be subject to the laws of this state and the code of ethics or professional responsibility that are applicable to the profession in which such professional entity is rendering services in this state.
History:
[30-21-501, added 2015, ch. 243, sec. 11, p. 776.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-502 - REGISTRATION TO DO BUSINESS IN THIS STATE.

30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.
(b) A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.
(c) The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign filing entity or foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(d) A limitation on the liability of a series of foreign unincorporated entity or an interest holder or governor of a foreign filing entity or of a partner of a foreign limited liability partnership is not waived solely because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.
(e) Section 30-21-501(a) and (b), Idaho Code, applies even if a foreign entity fails to register under this chapter.
History:
[30-21-502, added 2015, ch. 243, sec. 11, p. 776.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-503 - FOREIGN REGISTRATION STATEMENT.

30-21-503. FOREIGN REGISTRATION STATEMENT. (a) To register to do business in this state, a foreign filing entity or foreign limited liability partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity and state:
(1) The name of the foreign filing entity or foreign limited liability partnership and, if the name does not comply with section 30-21-301, Idaho Code, an alternate name adopted pursuant to section 30-21-506(a), Idaho Code;
(2) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership;
(3) The entity’s jurisdiction of formation;
(4) The street and mailing addresses of the entity’s principal office and, if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office;
(5) The information required by section 30-21-404(a), Idaho Code; and
(6) The name and mailing address of at least one (1) governor.
(b) A foreign filing entity or foreign limited liability partnership must deliver to the secretary of state with a foreign registration statement a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the entity’s public organic record in the entity’s jurisdiction of formation.
History:
[30-21-503, added 2015, ch. 243, sec. 11, p. 776.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-504 - AMENDMENT OF FOREIGN REGISTRATION STATEMENT.

30-21-504. AMENDMENT OF FOREIGN REGISTRATION STATEMENT. (a) A registered foreign entity shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1) The name of the entity;
(2) The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability limited partnership;
(3) The entity’s jurisdiction of formation;
(4) An address required by section 30-21-503(4), Idaho Code; or
(5) The information required by section 30-21-404(a), Idaho Code.
(b) A registered foreign entity must deliver to the secretary of state with an amendment to its foreign registration statement for a change under subsection (a)(1), (2) or (3) of this section, a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the entity’s public organic record in the entity’s jurisdiction of formation.
History:
[30-21-504, added 2015, ch. 243, sec. 11, p. 777.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-505 - ACTIVITIES NOT CONSTITUTING DOING BUSINESS.

30-21-505. ACTIVITIES NOT CONSTITUTING DOING BUSINESS. (a) Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include:
(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages or security interests in property;
(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired;
(9) Conducting an isolated transaction that is not in the course of similar transactions;
(10) Owning, without more, property; and
(11) Doing business in interstate commerce.
(b) A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign filing entity or foreign limited liability partnership to service of process, taxation or regulation under the law of this state other than this act.
History:
[30-21-505, added 2015, ch. 243, sec. 11, p. 777.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-506 - NONCOMPLYING NAME OF FOREIGN ENTITY.

30-21-506. NONCOMPLYING NAME OF FOREIGN ENTITY. (a) A foreign filing entity or foreign limited liability partnership whose name does not comply with section 30-21-301, Idaho Code, for an entity of its type may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 30-21-301, Idaho Code. A foreign entity that registers under an alternate name under this subsection need not comply with this state’s assumed or fictitious name statute. After registering to do business in this state with an alternate name, a foreign entity shall do business in this state under:
(1) The alternate name;
(2) The foreign entity’s name with the addition of its jurisdiction of formation; or
(3) Name the foreign entity is authorized to use under this state’s assumed or fictitious name statute.
(b) If a registered foreign entity changes its name to one that does not comply with section 30-21-301, Idaho Code, it may not do business in this state until it complies with subsection (a) of this section by amending its registration to adopt an alternate name that complies with section 30-21-301, Idaho Code.
History:
[30-21-506, added 2015, ch. 243, sec. 11, p. 778.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-507 - WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY.

30-21-507. WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state:
(1) The name of the entity and its jurisdiction of formation;
(2) That the entity is not doing business in this state and that it withdraws its registration to do business in this state;
(3) That the entity revokes the authority of its registered agent to accept service on its behalf in this state; and
(4) An address to which service of process may be made under subsection (b) of this section.
(b) After the withdrawal of the registration of an entity, service of process in any action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made pursuant to section 30-21-412, Idaho Code.
History:
[30-21-507, added 2015, ch. 243, sec. 11, p. 778.]