reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 7 - DISSOLUTION AND WINDING UP › Section 30-25-705 - OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.

30-25-705. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) A notice under subsection (a) of this section must:
(1) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the company’s registered agent is or was last located;
(2) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and
(3) State that a claim against the company is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three (3) years after the publication date of the notice:
(1) A claimant that did not receive notice in a record under section 30-25-704, Idaho Code;
(2) A claimant whose claim was timely sent to the company but not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d) A claim not barred under this section or section 30-25-704, Idaho Code, may be enforced:
(1) Against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) Except as otherwise provided in section 30-25-706, Idaho Code, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the company’s assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
History:
[30-25-705, added 2015, ch. 243, sec. 49, p. 893; am. 2021, ch. 321, sec. 10, p. 950.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 7 - DISSOLUTION AND WINDING UP › Section 30-25-706 - COURT PROCEEDINGS.

30-25-706. COURT PROCEEDINGS. (a) A dissolved limited liability company that has published a notice under section 30-25-705, Idaho Code, may file an application with the district court in the county where the company’s principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and:
(1) At the time of application:
(A) Are contingent; or
(B) Have not been made known to the company; or
(2) Are based on an event occurring after the date of dissolution.
(b) Security is not required for any claim that is or is reasonably anticipated to be barred under section 30-25-705, Idaho Code.
(c) Not later than ten (10) days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(d) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(e) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this section satisfies the company’s obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a member or transferee on account of assets received in liquidation.
History:
[30-25-706, added 2015, ch. 243, sec. 49, p. 894.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 7 - DISSOLUTION AND WINDING UP › Section 30-25-707 - DISPOSITION OF ASSETS IN WINDING UP.

30-25-707. DISPOSITION OF ASSETS IN WINDING UP. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under section 30-25-503, Idaho Code:
(1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) Among members and persons dissociated as members in proportion to their respective rights to share in distributions immediately before the dissolution of the company, except to the extent necessary to comply with any transfer effective under section 30-25-502, Idaho Code.
(c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
History:
[30-25-707, added 2015, ch. 243, sec. 49, p. 894.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 7 - DISSOLUTION AND WINDING UP › Section 30-25-708 - SUBJECTS COVERED OUTSIDE CHAPTER.

30-25-708. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter:
(1) Administrative dissolution – sections 30-21-601 and 30-21-602, Idaho Code.
(2) Reinstatement – section 30-21-603, Idaho Code.
(3) Judicial review of denial of reinstatement – section 30-21-604, Idaho Code.
History:
[30-25-708, added 2015, ch. 243, sec. 49, p. 895.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-801 - DIRECT ACTION BY MEMBER.

30-25-801. DIRECT ACTION BY MEMBER. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interests under the operating agreement or this act or arising independently of the membership relationship.
[(b)](2) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
History:
[30-25-801, added 2015, ch. 243, sec. 50, p. 895.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-802 - DERIVATIVE ACTION.

30-25-802. DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2) A demand under subsection (1) of this section would be futile.
History:
[30-25-802, added 2015, ch. 243, sec. 50, p. 895.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-803 - PROPER PLAINTIFF.

30-25-803. PROPER PLAINTIFF. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:
(1) Was a member when the conduct giving rise to the action occurred; or
(2) Whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.
History:
[30-25-803, added 2015, ch. 243, sec. 50, p. 895.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-804 - PLEADING.

30-25-804. PLEADING. In a derivative action, the complaint must state with particularity:
(1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members; or
(2) Why demand should be excused as futile.
History:
[30-25-804, added 2015, ch. 243, sec. 50, p. 896.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-805 - SPECIAL LITIGATION COMMITTEE.

30-25-805. SPECIAL LITIGATION COMMITTEE. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1) Enforcing a person’s right to information under section 30-25-410, Idaho Code; or
(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
(1) In a member-managed limited liability company:
(A) By the consent of a majority of the members not named as parties in the proceeding; or
(B) If all members are named as parties in the proceeding, by a majority of the members named as defendants; or
(2) In a manager-managed limited liability company:
(A) By a majority of the managers not named as parties in the proceeding; or
(B) If all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
History:
[30-25-805, added 2015, ch. 243, sec. 50, p. 896.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 8 - ACTIONS BY MEMBERS › Section 30-25-806 - PROCEEDS AND EXPENSES.

30-25-806. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited liability company.
(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court’s approval.
History:
[30-25-806, added 2015, ch. 243, sec. 50, p. 896.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-101 - SHORT TITLE.

30-27-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Unincorporated Nonprofit Association Act."
History:
[30-27-101, added 2015, ch. 243, sec. 53, p. 897.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-102 - DEFINITIONS.

30-27-102. DEFINITIONS. (a) In this chapter:
(1) "Established practices" means the practices used by an unincorporated nonprofit association without material change during the most recent five (5) years of its existence, or if it has existed for less than five (5) years, during its entire existence.
(2) "Governing principles" means the agreements, whether oral, in a record, or implied from its established practices, or in any combination thereof, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term includes any amendment or restatement of the agreements constituting the governing principles.
(3) "Manager" means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association.
(4) "Member" means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.
(5) "Unincorporated nonprofit association" means an unincorporated organization consisting of two (2) or more members joined under an agreement that is oral, in a record, or implied from conduct for one (1) or more common, nonprofit purposes. The term does not include:
(A) A trust;
(B) A marriage, domestic partnership, common-law domestic relationship, civil union, or other domestic living arrangement;
(C) An organization formed under any other statute that governs the organization and operation of unincorporated associations;
(D) A joint tenancy, tenancy in common, or tenancy by the entireties even if the co-owners share use of the property for a nonprofit purpose; or
(E) A relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.
(b) The following definitions outside this chapter apply to this chapter:
(1) "Person" – section 30-21-102(35), Idaho Code.
(2) "Property" – section 30-21-102(41), Idaho Code.
(3) "Record" – section 30-21-102(44), Idaho Code.
(4) "Sign" – section 30-21-102(47), Idaho Code.
(5) "State" – section 30-21-102(48), Idaho Code.
(6) "Transfer" – section 30-21-102(50), Idaho Code.
History:
[30-27-102, added 2015, ch. 243, sec. 53, p. 897.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-103 - RELATION TO OTHER LAWS.

30-27-103. RELATION TO OTHER LAWS. (a) A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter, to the extent of the inconsistency.
(b) This chapter supplements the law of this state that applies to nonprofit associations operating in this state. If a conflict exists, that law applies.
History:
[30-27-103, added 2015, ch. 243, sec. 53, p. 898.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-104 - GOVERNING LAW.

30-27-104. GOVERNING LAW. (a) Except as otherwise provided in subsection (b) of this section, the law of this state governs the operation in this state of an unincorporated nonprofit association formed or operating in this state.
(b) Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities governs the internal affairs of the association.
History:
[30-27-104, added 2015, ch. 243, sec. 53, p. 898.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-105 - ENTITY — PERPETUAL EXISTENCE — POWERS.

30-27-105. ENTITY — PERPETUAL EXISTENCE — POWERS. (a) An unincorporated nonprofit association is an entity distinct from its members and managers.
(b) An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise.
(c) An unincorporated nonprofit association has the same powers as an individual to do all things necessary or convenient to carry on its purposes.
(d) An unincorporated nonprofit association may engage in profit-making activities, but profits from any activities must be used or set aside for the association’s nonprofit purposes.
History:
[30-27-105, added 2015, ch. 243, sec. 53, p. 898.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-106 - OWNERSHIP AND TRANSFER OF PROPERTY.

30-27-106. OWNERSHIP AND TRANSFER OF PROPERTY. (a) An unincorporated nonprofit association may acquire, hold, or transfer in its name an interest in property.
(b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.
History:
[30-27-106, added 2015, ch. 243, sec. 53, p. 898.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-107 - STATEMENT OF AUTHORITY AS TO REAL PROPERTY.

30-27-107. STATEMENT OF AUTHORITY AS TO REAL PROPERTY. (a) In this section, "statement of authority" means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.
(b) An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the association in the office in the county in which a transfer of the property would be recorded.
(c) A statement of authority must state:
(1) The name of the unincorporated nonprofit association;
(2) The address in this state, including the street address, if any, of the association or, if the association does not have an address in this state, its out-of-state address;
(3) That the association is an unincorporated nonprofit association; and
(4) The name, title, or position of a person authorized to transfer an interest in real property held in the name of the association.
(d) A statement of authority must be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.
(e) A filing officer may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property.
(f) A document amending, revoking, or canceling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and recording an original statement.
(g) Unless canceled earlier, a recorded statement of authority and its most recent amendment expire five (5) years after the date of the most recent recording.
(h) If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is recorded in the office of the county in which a transfer of the property would be recorded, the authority of the person named under subsection (c)(4) of this section is conclusive in favor of a person that gives value without notice that the person lacks authority.
History:
[30-27-107, added 2015, ch. 243, sec. 53, p. 898.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-108 - LIABILITY.

30-27-108. LIABILITY. (a) A debt, obligation, or other liability of an unincorporated nonprofit association is solely the debt, obligation, or other liability of the association. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the association.
(b) A person’s status as a member or manager does not prevent or restrict law other than this chapter from imposing liability on the person or the association because of the person’s conduct.
(c) The failure of an unincorporated nonprofit association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the association for a debt, obligation, or other liability of the association.
History:
[30-27-108, added 2015, ch. 243, sec. 53, p. 899.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-109 - ASSERTION AND DEFENSE OF CLAIMS.

30-27-109. ASSERTION AND DEFENSE OF CLAIMS. (a) An unincorporated nonprofit association may sue or be sued in its own name.
(b) A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager.
History:
[30-27-109, added 2015, ch. 243, sec. 53, p. 899.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-110 - EFFECT OF JUDGMENT OR ORDER.

30-27-110. EFFECT OF JUDGMENT OR ORDER. A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager.
History:
[30-27-110, added 2015, ch. 243, sec. 53, p. 899.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-111 - SERVICE OF PROCESS.

30-27-111. SERVICE OF PROCESS. In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of this state.
History:
[30-27-111, added 2015, ch. 243, sec. 53, p. 899.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-112 - ACTION OR PROCEEDING NOT ABATED BY CHANGE.

30-27-112. ACTION OR PROCEEDING NOT ABATED BY CHANGE. An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.
History:
[30-27-112, added 2015, ch. 243, sec. 53, p. 899.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-113 - VENUE.

30-27-113. VENUE. Unless otherwise provided by law other than this chapter, venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation.
History:
[30-27-113, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-114 - MEMBER NOT AGENT.

30-27-114. MEMBER NOT AGENT. A member is not an agent of the association solely by reason of being a member.
History:
[30-27-114, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-125 - DISTRIBUTIONS PROHIBITED — COMPENSATION AND OTHER PERMITTED PAYMENTS.

30-27-125. DISTRIBUTIONS PROHIBITED — COMPENSATION AND OTHER PERMITTED PAYMENTS. (a) Except as otherwise provided in subsection (b) of this section, an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager.
(b) An unincorporated nonprofit association may:
(1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered;
(2) Confer benefits on a member or manager in conformity with its nonprofit purposes;
(3) Repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles; or
(4) Make distributions of property to members upon winding up and termination to the extent permitted by section 30-27 128, Idaho Code.
History:
[30-27-125, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-127 - DISSOLUTION.

30-27-127. DISSOLUTION. An unincorporated nonprofit association may be dissolved as follows:
(1) If the governing principles provide a time or method for dissolution, at that time or by that method;
(2) If the governing principles do not provide a time or method for dissolution, upon approval by the members;
(3) If no member can be located and the association’s operations have been discontinued for at least three (3) years, by the managers or, if the association has no current manager, by its last manager.
History:
[30-27-127, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-128 - WINDING UP AND TERMINATION.

30-27-128. WINDING UP AND TERMINATION. Winding up and termination of an unincorporated nonprofit association must proceed in accordance with the following rules:
(1) All known debts and liabilities must be paid or adequately provided for.
(2) Any property subject to a condition requiring return to the person designated by the donor must be transferred to that person.
(3) Any property subject to a trust must be distributed in accordance with the trust agreement.
(4) Any remaining property must be distributed as follows:
(A) As required by law other than this chapter that requires assets of an association to be distributed to another person with similar nonprofit purposes;
(B) In accordance with the association’s governing principles or in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or
(C) If neither paragraph (A) nor (B) of this subsection apply, as provided in chapter 5, title 14, Idaho Code.
History:
[30-27-128, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-129 - APPOINTMENT OF REGISTERED AGENT.

30-27-129. APPOINTMENT OF REGISTERED AGENT. (a) An unincorporated nonprofit association may deliver to the secretary of state for filing a statement appointing an agent authorized to receive service of process.
(b) A statement appointing a registered agent must state:
(1) The name of the unincorporated nonprofit association; and
(2) The name and street and mailing addresses in this state of the registered agent.
(c) A statement appointing a registered agent must be signed by a person authorized to manage the affairs of the unincorporated nonprofit association. The signing of the statement is an affirmation of fact that the person is authorized to manage the affairs of the unincorporated nonprofit association and that the agent has consented to serve.
(d) An amendment to or cancellation of a statement appointing a registered agent must meet the requirements for signing an original statement. An agent may resign by delivering a resignation to the office of the secretary of state for filing and giving notice to the unincorporated nonprofit association at the address most recently supplied to the agent by the association.
(e) The secretary of state may collect a fee for filing a statement appointing a registered agent, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.
(f) A statement appointing a registered agent takes effect on filing by the secretary of state and is effective for five (5) years after the date of filing unless canceled or terminated earlier.
(g) A statement appointing a registered agent may not be rejected for filing because the name of the unincorporated nonprofit association signing the statement is not distinguishable on the records of the secretary of state from the name of another entity appearing in those records. The filing of such a statement does not make the name of the unincorporated nonprofit association signing the statement unavailable for use by another entity.
(h) The only duty of a registered agent under this chapter is to forward to the unincorporated nonprofit association at the address most recently supplied to the agent by the association any process, notice or demand pertaining to the association which is served or received by the agent.
History:
[30-27-129, added 2015, ch. 243, sec. 53, p. 900.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 27 - UNINCORPORATED NONPROFIT ASSOCIATIONS › Part 1 - GENERAL PROVISIONS › Section 30-27-130 - TRANSITION CONCERNING REAL AND PERSONAL PROPERTY.

30-27-130. TRANSITION CONCERNING REAL AND PERSONAL PROPERTY. (a) If, before the effective date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association, but under the law of this state the interest did not vest in the association or in one (1) or more persons on behalf of the association under subsection (b) of this section, on the effective date of this chapter the interest vests in the association, unless the parties to the transfer have treated the transfer as ineffective.
(b) If, before the effective date of this chapter, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association, but the interest was vested in one (1) or more persons to hold the interest for members of the association, on or after the effective date of this chapter the persons, or their successors in interest, may transfer the interest to the association in its name, or the association may require that the interest be transferred to it in its name.
History:
[30-27-130, added 2015, ch. 243, sec. 53, p. 901.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-101 - SHORT TITLE.

30-29-101. SHORT TITLE. This chapter shall be known and may be cited as the "Idaho Business Corporation Act."
History:
[30-29-101, added 2015, ch. 243, sec. 56, p. 902.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-123 - EFFECTIVE DATE OF FILED DOCUMENT.

30-29-123. EFFECTIVE DATE OF FILED DOCUMENT. (a) If a filed document does not specify the time zone or place at which a date or time or both is to be determined, the date or time or both at which it becomes effective shall be those prevailing at the place of filing in this state.
(b) Unless otherwise provided in sections 30-29-145 through 30-29-152, Idaho Code, any document filed pursuant to this chapter may have a delayed effective date and, when accepted for filing, is effective as provided in section 30-21-203, Idaho Code, and this section.
History:
[30-29-123, added 2019, ch. 90, sec. 2, p. 226.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-142 - NUMBER OF SHAREHOLDERS.

30-29-142. NUMBER OF SHAREHOLDERS. (a) For purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one (1) shareholder:
(1) Three (3) or fewer co-owners;
(2) A corporation, partnership, trust, estate, or other entity; or
(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
History:
[30-29-142, added 2019, ch. 90, sec. 5, p. 231.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-144 - HOUSEHOLDING.

30-29-144. HOUSEHOLDING. (a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if:
(1) The corporation delivers one (1) copy of the notice, report, or statement to the common address;
(2) The corporation addresses the notice, report, or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
(3) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders’ common address.
(b) Any such consent described in subsections (a)(2) or (a)(3) of this section shall be revocable by any of such shareholders who deliver written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than thirty (30) days after delivery of the written notice of revocation.
(c) Any shareholder who fails to object by written notice to the corporation, within sixty (60) days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (a) of this section shall be deemed to have consented to receiving such single copy at the common address; provided that the notice of intention explains that consent may be revoked and the method for revoking.
History:
[30-29-144, added 2019, ch. 90, sec. 7, p. 233.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-146 - DEFECTIVE CORPORATE ACTIONS.

30-29-146. DEFECTIVE CORPORATE ACTIONS. (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 30-29-147, Idaho Code, or validated in accordance with section 30-29-152, Idaho Code.
(b) Ratification under section 30-29-147, Idaho Code, or validation under section 30-29-152, Idaho Code, shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 30-29-145 through 30-29-152, Idaho Code, shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon:
(1) The effectiveness under sections 30-29-145 through 30-29-152, Idaho Code, and under part 10 of this chapter or an amendment to the articles of incorporation authorizing, designating, or creating such shares; or
(2) The effectiveness of any other corporate action under sections 30-29-145 through 30-29-152, Idaho Code, ratifying the authorization, designation, or creation of such shares.
History:
[30-29-146, added 2019, ch. 90, sec. 9, p. 234.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-147 - RATIFICATION OF DEFECTIVE CORPORATE ACTIONS.

30-29-147. RATIFICATION OF DEFECTIVE CORPORATE ACTIONS. (a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ratifying the action in accordance with section 30-29-148, Idaho Code, stating:
(1) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;
(2) The date of the defective corporate action;
(3) The nature of the failure of authorization with respect to the defective corporate action to be ratified; and
(4) That the board of directors approves the ratification of the defective corporate action.
(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under section 30-29-205(a)(2), Idaho Code, a majority of the persons who, at the time of the ratification, are exercising the powers of directors, may take an action stating:
(1) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;
(2) The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and
(3) That the ratification of the election of such person or persons as the initial board of directors is approved.
(c) If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) of this section is taken, requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) of this section shall be submitted to the shareholders for approval in accordance with section 30-29-148, Idaho Code.
(d) Unless otherwise provided in the action taken by the board of directors under subsection (a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.
History:
[30-29-147, added 2019, ch. 90, sec. 10, p. 234.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-149 - NOTICE REQUIREMENTS.

30-29-149. NOTICE REQUIREMENTS. (a) Unless shareholder approval is required under section 30-29-147(c), Idaho Code, prompt notice of an action taken under section 30-29-147, Idaho Code, shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of the date of such action by the board of directors and the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
(b) The notice must contain either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 30-29-147, Idaho Code, or the information required by paragraphs (1) through (4) of subsection (a) of section 30-29-147, Idaho Code, or paragraphs (1) through (3) of subsection (b) of section 30-29-147, Idaho Code, as applicable; and a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under section 30-29-147(c), Idaho Code, if notice is given in accordance with section 30-29-148(b), Idaho Code.
(d) A notice required by this section may be given in any manner permitted by section 30-29-141, Idaho Code, and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934, may be given by means of a filing or furnishing of such notice with the United States securities and exchange commission.
History:
[30-29-149, added 2019, ch. 90, sec. 12, p. 236.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-150 - EFFECT OF RATIFICATION.

30-29-150. EFFECT OF RATIFICATION. From and after the validation effective time, and without regard to the one hundred twenty (120) day period during which a claim may be brought under section 30-29-152, Idaho Code:
(a) Each defective corporate action ratified in accordance with section 30-29-147, Idaho Code, shall not be void or voidable as a result of the failure of authorization identified in the action taken under subsection (a) or (b) of section 30-29-147, Idaho Code, and shall be deemed a valid corporate action effective as of the date of the defective corporate action;
(b) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under section 30-29-147, Idaho Code, shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and
(c) Any corporate action taken subsequent to the defective corporate action ratified in accordance with sections 30-29-145 through 30-29-152, Idaho Code, in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.
History:
[30-29-150, added 2019, ch. 90, sec. 13, p. 236.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 1 - GENERAL PROVISIONS › Section 30-29-152 - JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS.

30-29-152. JUDICIAL PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 30-29-147, Idaho Code, or any other person claiming to be substantially and adversely affected by a ratification under section 30-29-147, Idaho Code, the Idaho district court of the county where a corporation’s principal office is located, or, if none in this state, Ada county, may:
(1) Determine the validity and effectiveness of any corporate action or defective corporate action;
(2) Determine the validity and effectiveness of any ratification under section 30-29-147, Idaho Code;
(3) Determine the validity of any putative shares; and
(4) Modify or waive any of the procedures specified in section 30-29-147, Idaho Code, or 30-29-148, Idaho Code, to ratify a defective corporate action.
(b) In connection with an action under this section, the court may make such findings or orders, and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.
(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty (120) days of the validation effective time.
History:
[30-29-152, added 2019, ch. 90, sec. 15, p. 238.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 2 - INCORPORATION › Section 30-29-201 - INCORPORATORS.

30-29-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
History:
[30-29-201, added 2015, ch. 243, sec. 57, p. 905.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 2 - INCORPORATION › Section 30-29-203 - INCORPORATION.

30-29-203. INCORPORATION. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
History:
[30-29-203, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 17, p. 240.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 2 - INCORPORATION › Section 30-29-204 - LIABILITY FOR PREINCORPORATION TRANSACTIONS.

30-29-204. LIABILITY FOR PREINCORPORATION TRANSACTIONS. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
History:
[30-29-204, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 18, p. 240.]