reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-508 - WITHDRAWAL DEEMED ON CONVERSION OR DOMESTICATION TO DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP.

30-21-508. WITHDRAWAL DEEMED ON CONVERSION OR DOMESTICATION TO DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP. A registered foreign entity that converts or domesticates to any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effective date of the conversion or domestication.
History:
[30-21-508, added 2015, ch. 243, sec. 11, p. 778.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-509 - WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP.

30-21-509. WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver a statement of withdrawal to the secretary of state for filing. The statement must be signed by the dissolved or converted entity and state:
(1) In the case of a foreign entity that has completed winding up:
(A) Its name and jurisdiction of formation; and
(B) That the foreign entity surrenders its registration to do business in this state; and
(2) In the case of a foreign entity that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership:
(A) The name of the converting foreign entity and its jurisdiction of formation;
(B) The type of nonfiling entity to which it has converted and its jurisdiction of formation;
(C) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf; and
(D) A mailing address to which service of process may be made under subsection (b) of this section.
(b) After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign filing entity was registered to do business in this state may be made pursuant to section 30-21-412, Idaho Code.
History:
[30-21-509, 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 30-21-510 - TRANSFER OF REGISTRATION.

30-21-510. TRANSFER OF REGISTRATION. (a) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must be signed by the surviving or converted entity and state:
(1) The name of the registered foreign entity before the merger or conversion;
(2) The type of entity it was before the merger or conversion;
(3) The name of the applicant entity and, if the name does not comply with section 30-21-301, Idaho Code, an alternate name adopted pursuant to section 30-21-506(a), Idaho Code;
(4) The type of entity of the applicant entity and its jurisdiction of formation; and
(5) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion:
(A) The street and mailing addresses of the principal office of the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(B) The information required pursuant to section 30-21-404(a), Idaho Code.
(b) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.
History:
[30-21-510, added 2015, ch. 243, sec. 11, p. 779.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-511 - TERMINATION OF REGISTRATION.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 5 - FOREIGN ENTITIES › Section 30-21-512 - ACTION BY ATTORNEY GENERAL.

30-21-512. ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.
History:
[30-21-512, added 2015, ch. 243, sec. 11, p. 780.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 6 - ADMINISTRATIVE DISSOLUTION › Section 30-21-601 - GROUNDS.

30-21-601. GROUNDS. The secretary of state may commence a proceeding under section 30-21-602, Idaho Code, to dissolve a domestic filing entity administratively if the entity does not:
(1) Deliver an annual report to the secretary of state by the date it is due;
(2) Have a registered agent in this state for sixty (60) consecutive days; or
(3) The secretary of state has credible information that the domestic filing entity has failed to notify the secretary of state within sixty (60) days after the occurrence that its registered agent has been changed or that its registered agent has resigned.
History:
[30-21-601, added 2015, ch. 243, sec. 12, p. 780.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 6 - ADMINISTRATIVE DISSOLUTION › Section 30-21-602 - PROCEDURE AND EFFECT.

30-21-602. PROCEDURE AND EFFECT. (a) If the secretary of state determines that one (1) or more grounds exist under section 30-21-601, Idaho Code, for administratively dissolving a domestic filing entity, the secretary of state shall serve the entity pursuant to section 30-21-212, Idaho Code, with notice in a record of the secretary of state’s determination.
(b) If a domestic filing entity, not later than sixty (60) days after service of the notice required by subsection (a) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to section 30-21-212, Idaho Code.
(c) A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under section 30-21-603, Idaho Code.
(d) The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.
History:
[30-21-602, added 2015, ch. 243, sec. 12, p. 780.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 6 - ADMINISTRATIVE DISSOLUTION › Section 30-21-603 - REINSTATEMENT.

30-21-603. REINSTATEMENT. (a) A domestic filing entity that is dissolved administratively under section 30-21-602, Idaho Code, may apply to the secretary of state for reinstatement not later than ten (10) years after the effective date of dissolution. The application must be signed by the entity and state:
(1) The name of the entity at the time of its administrative dissolution and, if needed, a different name that satisfies section 30-21-301, Idaho Code;
(2) The address of the principal office of the entity and the information required by section 30-21-404(a), Idaho Code;
(3) The effective date of the entity’s administrative dissolution; and
(4) That the grounds for dissolution did not exist or have been cured.
(b) To be reinstated, an entity must pay all fees, taxes, interest, and penalties that were due to the secretary of state at the time of the entity’s administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the secretary of state while the entity was dissolved administratively.
(c) If the secretary of state determines that an application under subsection (a) of this section contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (b) of this section have been made, the secretary of state shall:
(1) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state’s determination and the effective date of reinstatement;
(2) File the statement of reinstatement; and
(3) Serve a copy on the entity.
(d) When reinstatement under this section is effective the following rules apply:
(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(2) The domestic filing entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred.
(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
History:
[30-21-603, added 2015, ch. 243, sec. 12, p. 781.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 6 - ADMINISTRATIVE DISSOLUTION › Section 30-21-604 - JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT.

30-21-604. JUDICIAL REVIEW OF DENIAL OF REINSTATEMENT. (a) If the secretary of state denies a domestic filing entity’s application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.
(b) Within thirty (30) days after service of a notice of denial of reinstatement under subsection (a) of this section, an entity may appeal from the denial by petitioning the district court of Ada county to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state’s notice of dissolution, the company’s application for reinstatement, and the secretary of state’s notice of denial.
(c) The district court may, if grounds exist, order the secretary of state to reinstate a dissolved entity or take other action the court considers appropriate.
History:
[30-21-604, added 2015, ch. 243, sec. 12, p. 781.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-701 - RESERVATION OF POWER TO AMEND OR REPEAL.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-702 - SUPPLEMENTAL PRINCIPLES OF LAW.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-703 - UNIFORMITY OR CONSISTENCY OF APPLICATION AND CONSTRUCTION.

30-21-703. UNIFORMITY OR CONSISTENCY OF APPLICATION AND CONSTRUCTION. In applying and construing the chapters of this act based on uniform or model acts, consideration must be given to the need to promote uniformity or consistency of the law with respect to its subject matter among states that enact it.
History:
[30-21-703, added 2015, ch. 243, sec. 13, p. 782.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-704 - RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.

30-21-704. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. This act modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).
History:
[30-21-704, added 2015, ch. 243, sec. 13, p. 782.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-705 - SAVINGS CLAUSE.

30-21-705. SAVINGS CLAUSE. The repeal of a statute by this act does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation before its repeal; or
(4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
History:
[30-21-705, added 2015, ch. 243, sec. 13, p. 782.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-706 - SEVERABILITY CLAUSE.

30-21-706. SEVERABILITY CLAUSE. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
History:
[30-21-706, added 2015, ch. 243, sec. 13, p. 782.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 7 - MISCELLANEOUS PROVISIONS › Section 30-21-708 - EFFECTIVE DATE.

30-21-708. EFFECTIVE DATE. This act takes effect July 1, 2015, except as otherwise provided.
History:
[30-21-708, added 2015, ch. 243, sec. 13, p. 782.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-801 - SHORT TITLE.

30-21-801. SHORT TITLE. This part may be cited as the "Idaho Assumed Business Names Act."
History:
[30-21-801, added 2015, ch. 243, sec. 14, p. 783.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-802 - PURPOSE.

30-21-802. PURPOSE. The purpose of this part is to ensure disclosure on the public record of the true names of persons who transact business in Idaho. Compliance with the provisions of this part does not confer any exclusive right to the use of an assumed business name in Idaho.
History:
[30-21-802, added 2015, ch. 243, sec. 14, p. 783.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-803 - DEFINITIONS.

30-21-803. DEFINITIONS. When used in this part, the terms defined in this section shall have the following meanings:
(1) "Assumed business name" means:
(A) Any name other than the true name of any filing entity or limited liability partnership, under which name the entity holds itself out for the transaction of business in the state of Idaho; or
(B) Any name under which any individual, any group of individuals or other persons, or any entity other than a filing entity or limited liability partnership, holds itself out for the transaction of business in the state of Idaho, if that name does not include in full the true names of all individuals and other persons who have a financial interest in the business which is or may be transacted; which name shall not include words or abbreviations which falsely state or imply governmental affiliation or the existence of a filing entity or limited liability partnership.
(2) "Individual" means a natural person.
(3) "Transact business" means to engage in any commercial or other activity that is intended to or likely to produce a financial benefit, whether it is for the purpose of profit to the person who engages in the activity or for the purpose of supporting a charitable, benevolent or other nonprofit function.
(4) "True name" has the following meanings:
(A) When applied to a formally organized or registered entity, the name by which the entity is identified on its public organic record, application for authority to do business or registration statement which is on file with the appropriate governmental entity. As to a foreign formally organized or registered entity which has been required to adopt an assumed business name on its application for authority to do business or its registration statement as a condition of obtaining authority to do business in Idaho, the term "true name" shall include the assumed business name which appears on the application for authority to do business or registration statement.
(B) When applied to an individual, the name that the individual uses to bind himself or herself to legal obligations, or to obtain privileges, licenses or benefits from government. The true name will include the surname and some combination of given names or initials, and may include other identifiers such as "Jr.," "3d" or "III."
History:
[30-21-803, added 2015, ch. 243, sec. 14, p. 783.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-804 - NAME USED AS ASSUMED BUSINESS NAME.

30-21-804. NAME USED AS ASSUMED BUSINESS NAME. (a) On or after July 1, 2015, an assumed business name:
(1) Must comply with section 30-21-301(a) and (e), Idaho Code; and
(2) May not contain any of the words or abbreviations required for an entity under section 30-21-302, Idaho Code; and
(3) May not be only the true name of an individual.
(b) The name of a filing entity or limited liability partnership does not have to be distinguishable from an assumed business name in a certificate of assumed business name filed before the entity’s public organic record, statement of qualification, or foreign entity registration statement is filed, and the assumed business name is not invalidated by the subsequent filing by the filing entity or limited liability partnership.
History:
[30-21-804, added 2015, ch. 243, sec. 14, p. 783; am. 2016, ch. 47, sec. 13, p. 109.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-805 - FILING OF CERTIFICATE REQUIRED.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-806 - CONTENTS OF CERTIFICATE.

30-21-806. CONTENTS OF CERTIFICATE. The certificate of assumed business name shall include:
(1) The assumed business name as it is used in the transaction of business;
(2) The true names and business addresses of every person who has a financial or control interest in the business to be transacted under the assumed business name;
(3) The general type of business to be transacted under the assumed business name using categories prescribed on the form by the secretary of state;
(4) The signature of each person included on the certificate or the signature of an agent acting on behalf of all persons included on the certificate; and
(5) Other information as the secretary of state may require.
History:
[30-21-806, added 2015, ch. 243, sec. 14, p. 784.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-807 - EFFECT OF FILING — DURATION — CONTINUATION.

30-21-807. EFFECT OF FILING — DURATION — CONTINUATION. (a) A person may conduct business under an assumed business name if a certificate of assumed business name has been filed with the secretary of state and is in effect.
(b) A certificate of assumed business name is in effect upon filing until it is canceled pursuant to section 30-21-809, Idaho Code.
(c) A certificate of assumed business name does not create an entity separate from the person doing business under the assumed business name.
History:
[30-21-807, added 2015, ch. 243, sec. 14, p. 784.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-808 - AMENDMENT OF CERTIFICATE.

30-21-808. AMENDMENT OF CERTIFICATE. (a) If the identity or business address of any person who has a financial or control interest in the business transacted under the assumed business name changes, or if the certificate of assumed business name becomes materially misleading in any other way, the person who transacts that business shall, within ninety (90) days thereafter, file with the secretary of state a certificate of amendment to the certificate of assumed business name in a form prescribed by the secretary of state. The form may be in any medium permitted by the secretary of state.
(b) The certificate of amendment shall specify how the certificate of assumed business name is to be amended and shall be executed in the same manner as required for a certificate of assumed business name.
History:
[30-21-808, added 2015, ch. 243, sec. 14, p. 784.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-809 - CANCELLATION OF CERTIFICATE.

30-21-809. CANCELLATION OF CERTIFICATE. (a) A person who discontinues use of an assumed business name may cancel its certificate of assumed business name by filing with the secretary of state a certificate of cancellation in a form prescribed by the secretary of state. The form may be in any medium permitted by the secretary of state.
(b) The certificate of cancellation shall be executed in the same manner as required for a certificate of assumed business name.
History:
[30-21-809, added 2015, ch. 243, sec. 14, p. 784.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 21 - IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE › Part 8 - ASSUMED BUSINESS NAMES › Section 30-21-810 - CONSEQUENCES OF NONCOMPLIANCE.

30-21-810. CONSEQUENCES OF NONCOMPLIANCE. (a) Any person who transacts business in Idaho under an assumed business name without having complied with the requirements of this chapter shall not be entitled to maintain any legal action in the courts of this state until the person has filed a certificate of assumed business name as required by this chapter.
(b) Any person who suffers a loss because of another person’s noncompliance with the requirements of this chapter shall be entitled to recover damages in the amount of the loss and attorney’s fees and costs incurred in connection with recovery of damages.
(c) Noncompliance shall be held to include false, misleading or incomplete information in a certificate of assumed business name, as well as failure to file.
History:
[30-21-810, added 2015, ch. 243, sec. 14, p. 785.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-101 - SHORT TITLE.

30-22-101. SHORT TITLE. This chapter may be cited as the "Idaho Model Entity Transactions Act."
History:
[30-22-101, added 2015, ch. 243, sec. 17, p. 786.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-103 - RELATIONSHIP OF CHAPTER TO OTHER LAWS.

30-22-103. RELATIONSHIP OF CHAPTER TO OTHER LAWS. (a) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(b) A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
(2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty or obligation directly under the law.
History:
[30-22-103, added 2015, ch. 243, sec. 17, p. 788.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-104 - REQUIRED NOTICE OR APPROVAL.

30-22-104. REQUIRED NOTICE OR APPROVAL. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state before engaging in a merger transaction of a type covered by this chapter must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History:
[30-22-104, added 2015, ch. 243, sec. 17, p. 788.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-105 - STATUS OF FILINGS.

30-22-105. STATUS OF FILINGS. A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
History:
[30-22-105, added 2015, ch. 243, sec. 17, p. 789.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-106 - NONEXCLUSIVITY.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-107 - REFERENCE TO EXTERNAL FACTS.

30-22-107. REFERENCE TO EXTERNAL FACTS. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History:
[30-22-107, added 2015, ch. 243, sec. 17, p. 789.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-108 - ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS.

30-22-108. ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.
History:
[30-22-108, added 2015, ch. 243, sec. 17, p. 789.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-109 - APPRAISAL RIGHTS.

30-22-109. APPRAISAL RIGHTS. (a) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) The organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:
(1) The entity’s organic rules;
(2) The plan; or
(3) The case of a business corporation by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30, Idaho Code, applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.
History:
[30-22-109, added 2015, ch. 243, sec. 17, p. 789.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 1 - GENERAL PROVISIONS › Section 30-22-110 - CONFLICT OF LAWS AND EXCLUDED TRANSACTIONS.

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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 2 - MERGER › Section 30-22-201 - MERGER AUTHORIZED.

30-22-201. MERGER AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part:
(1) One (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) Two (2) or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.
History:
[30-22-201, added 2015, ch. 243, sec. 18, p. 790.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 2 - MERGER › Section 30-22-202 - PLAN OF 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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 2 - MERGER › Section 30-22-203 - APPROVAL OF MERGER.

30-22-203. APPROVAL OF MERGER. (a) A plan of merger is not effective unless it has been approved:
(1) By a domestic merging entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a limited cooperative association, the merger; or
(ii) In the case of a limited cooperative association, a transaction under this chapter;
(B) By all of the interest holders of the entity entitled to vote on or consent to any matter if:
(i) In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of the merger; or
(ii) In the case of an entity that is a limited cooperative association, neither its organic law nor organic rules provide for approval of a transaction under this chapter; and
(2) In a record, by each interest holder of a domestic merging entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and
(B) The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger under this part involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
History:
[30-22-203, added 2015, ch. 243, sec. 18, p. 790.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 2 - MERGER › Section 30-22-204 - AMENDMENT OR ABANDONMENT OF PLAN OF MERGER.

30-22-204. AMENDMENT OR ABANDONMENT OF PLAN OF MERGER. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b) A domestic merging entity may approve an amendment of a plan of merger:
(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(c) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging entity may abandon the plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(1) The name of each party to the plan of merger;
(2) The date on which the statement of merger was filed; and
(3) A statement that the merger has been abandoned in accordance with this section.
History:
[30-22-204, added 2015, ch. 243, sec. 18, p. 791.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 2 - MERGER › Section 30-22-205 - STATEMENT OF MERGER — EFFECTIVE DATE OF MERGER.

30-22-205. STATEMENT OF MERGER — EFFECTIVE DATE OF MERGER. (a) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(b) A statement of merger must contain:
(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of formation, and type of entity of the surviving entity;
(3) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;
(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(8) If the surviving entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.
(c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this act to a statement of merger refer to the plan of merger filed under this subsection.
(f) A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger.
(g) If the surviving entity is a domestic entity, the merger is effective when the statement of merger is effective. If the surviving entity is a foreign entity, the merger is effective on the later of:
(1) The date and time provided by the organic law of the surviving entity; or
(2) When the statement is effective.
History:
[30-22-205, added 2015, ch. 243, sec. 18, p. 792.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-301 - INTEREST EXCHANGE AUTHORIZED.

30-22-301. INTEREST EXCHANGE AUTHORIZED. (a) Except as otherwise provided in this section, by complying with this part:
(1) A domestic entity may acquire all of one (1) or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(2) All of one (1) or more classes or series of interests of a domestic entity may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under this part if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2007.
History:
[30-22-301, added 2015, ch. 243, sec. 19, p. 794.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 22 - ENTITY TRANSACTIONS › Part 3 - INTEREST EXCHANGE › Section 30-22-302 - PLAN OF INTEREST EXCHANGE.

30-22-302. PLAN OF INTEREST EXCHANGE. (a) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain:
(1) The name and type of entity of the acquired entity;
(2) The name, jurisdiction of formation, and type of entity of the acquiring entity;
(3) The manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) Any proposed amendments to:
(A) The public organic record, if any, of the acquired entity; and
(B) The private organic rules of the acquired entity that are, or are proposed to be, in a record;
(5) The other terms and conditions of the interest exchange; and
(6) Any other provision required by the law of this state or the organic rules of the acquired entity.
(b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law.
History:
[30-22-302, added 2015, ch. 243, sec. 19, p. 794.]