reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 9 - DOMESTICATION AND CONVERSION › Section 30-29-935 - EFFECT OF CONVERSION.

30-29-935. EFFECT OF CONVERSION. (a) When a conversion becomes effective, the converted entity is deemed to have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.
(b) When a conversion of a domestic corporation to a foreign eligible entity becomes effective, the converted entity is deemed to agree that it will promptly pay the amount, if any, to which shareholders who exercise appraisal rights in connection with the conversion are entitled under part 13 of this chapter.
(c) Notwithstanding the provisions of section 30-22-406(c) and (d), Idaho Code, and except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a foreign corporation or a domestic or foreign eligible entity, a shareholder or eligible interest holder who becomes subject to interest holder liability in respect of a domestic corporation or eligible entity as a result of the conversion shall have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective.
(d) Except as otherwise provided in the organic law or the organic rules of the eligible entity, the interest holder liability of an interest holder in a converting eligible entity that converts to a domestic corporation who had interest holder liability in respect of such converting eligible entity before the conversion becomes effective shall be as follows:
(1) The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.
(2) The provisions of the organic law of the eligible entity shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (1) of this subsection, as if the conversion had not occurred.
(3) The eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by paragraph (1) of this subsection, as if the conversion had not occurred.
(4) The eligible interest holder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.
History:
[30-29-935, added 2019, ch. 90, sec. 113, p. 294.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1001 - AUTHORITY TO AMEND.

30-29-1001. AUTHORITY TO AMEND. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend, entitlement, or purpose or duration of the corporation.
History:
[30-29-1001, added 2015, ch. 243, sec. 65, p. 942; am. 2019, ch. 90, sec. 114, p. 294.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1002 - AMENDMENT BEFORE ISSUANCE OF SHARES.

30-29-1002. AMENDMENT BEFORE ISSUANCE OF SHARES. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one (1) or more amendments to the corporation’s articles of incorporation.
History:
[30-29-1002, added 2015, ch. 243, sec. 65, p. 942.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1004 - VOTING ON AMENDMENTS BY VOTING GROUPS.

30-29-1004. VOTING ON AMENDMENTS BY VOTING GROUPS. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(3) Change the rights, preferences or limitations of all or part of the shares of the class;
(4) Change the shares of all or part of the class into a different number of shares of the same class;
(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to section 30-29-1003(c), Idaho Code.
(d) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
History:
[30-29-1004, added 2015, ch. 243, sec. 65, p. 943; am. 2019, ch. 90, sec. 116, p. 295.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1005 - AMENDMENT BY BOARD OF DIRECTORS.

30-29-1005. AMENDMENT BY BOARD OF DIRECTORS. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval:
(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) To delete the names and addresses of the initial directors;
(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(d) If the corporation has only one (1) class of shares outstanding:
(1) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(2) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(e) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(f) To reflect a reduction in authorized shares, as a result of the operation of section 30-29-631(b), Idaho Code, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(g) To delete a class of shares from the articles of incorporation, as a result of the operation of section 30-29-631(b), Idaho Code, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(h) To make any change expressly permitted by section 30-29-602(a) or (b), Idaho Code, to be made without shareholder approval.
History:
[30-29-1005, added 2015, ch. 243, sec. 65, p. 943; am. 2019, ch. 90, sec. 117, p. 296.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1006 - ARTICLES OF AMENDMENT.

30-29-1006. ARTICLES OF AMENDMENT. (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment, which must set forth:
(1) The name of the corporation;
(2) The text of each amendment adopted or the information required by section 30-29-120(d)(5), Idaho Code;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself that may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with section 30-29-120(d)(5), Idaho Code;
(4) The date of each amendment’s adoption; and
(5) If an amendment:
(i) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;
(ii) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or
(iii) Is being filed pursuant to section 30-29-120(d)(5), Idaho Code, a statement to that effect.
(b) Articles of amendment shall take effect at the effective date determined in accordance with section 30-29-123, Idaho Code.
History:
[30-29-1006, added 2015, ch. 243, sec. 65, p. 944; am. 2019, ch. 90, sec. 118, p. 297.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1007 - RESTATED ARTICLES OF INCORPORATION.

30-29-1007. RESTATED ARTICLES OF INCORPORATION. (a) A corporation’s board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.
(b) If the restated articles include one (1) or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided in section 30-29-1003, Idaho Code.
(c) A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation, the text of the restated articles of incorporation, a statement that the restated articles consolidate all amendments into a single document, and, if a new amendment is included in the restated articles, the statements required under section 30-29-1006, Idaho Code, with respect to the new amendment.
(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.
(e) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements required by subsection (c) of this section.
History:
[30-29-1007, added 2015, ch. 243, sec. 65, p. 944; am. 2019, ch. 90, sec. 119, p. 297.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1008 - AMENDMENT PURSUANT TO REORGANIZATION.

30-29-1008. AMENDMENT PURSUANT TO REORGANIZATION. (a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court’s order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
History:
[30-29-1008, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 120, p. 298.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1009 - EFFECT OF AMENDMENT.

30-29-1009. EFFECT OF AMENDMENT. (a) An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.
(b) A shareholder who becomes subject to new interest holder liability in respect of the corporation as a result of an amendment to the articles of incorporation shall have that new interest holder liability only in respect of interest holder liabilities that arise after the amendment becomes effective.
(c) Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest holder liability in respect of the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective shall be as follows:
(1) The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.
(2) The provisions of the articles of incorporation of the corporation relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (1) of this subsection, as if the amendment had not occurred.
(3) The shareholder shall have such rights of contribution from other persons as are provided by the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by paragraph (1) of this subsection, as if the amendment had not occurred.
(4) The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
History:
[30-29-1009, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 121, p. 298.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1020 - AUTHORITY TO AMEND.

30-29-1020. AUTHORITY TO AMEND. (a) A corporation’s shareholders may amend or repeal the corporation’s bylaws.
(b) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:
(1) The articles of incorporation, section 30-29-1021, Idaho Code, or, if applicable, section 30-29-1022, Idaho Code, reserve that power exclusively to the shareholders in whole or part; or
(2) Except as provided in section 30-29-206(d), Idaho Code, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.
(c) A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
History:
[30-29-1020, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 122, p. 299.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1021 - BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS.

30-29-1021. BYLAW INCREASING QUORUM OR VOTING REQUIREMENT FOR DIRECTORS. (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
(1) If originally adopted by the shareholders, only by the shareholders unless the bylaw otherwise provides; or
(2) If adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
History:
[30-29-1021, added 2015, ch. 243, sec. 65, p. 945; am. 2019, ch. 90, sec. 123, p. 299.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS › Section 30-29-1022 - BYLAW PROVISIONS RELATING TO THE ELECTION OF DIRECTORS.

30-29-1022. BYLAW PROVISIONS RELATING TO THE ELECTION OF DIRECTORS. (a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in section 30-29-728(a), Idaho Code, or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows:
(1) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;
(2) To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of:
(i) Ninety (90) days from the date on which the voting results are determined pursuant to part 7 of this chapter; or
(ii) The date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which section 30-29-810, Idaho Code, applies. Subject to paragraph (3) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety (90) day period referenced above; and
(3) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
(b) Subsection (a) of this section does not apply to an election of directors by a voting group if at the expiration of the time fixed under a provision requiring advance notification of director candidates or absent such a provision, at a time fixed by the board of directors which is not more than fourteen (14) days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one (1) or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual’s candidacy does not create a bona fide election contest.
(c) A bylaw electing to be governed by this section may be repealed:
(1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or
(2) If adopted by the board of directors, or the shareholders.
History:
[30-29-1022, added 2019, ch. 90, sec. 124, p. 300.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 11 - MERGERS AND SHARE EXCHANGES › Section 30-29-1101 - DEFINITIONS.

30-29-1101. DEFINITIONS. As used in this part:
(a) "New interest holder liability" means interest holder liability of a person, resulting from a merger or share exchange, that is:
(1) In respect of an entity that is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or
(2) In respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:
(i) The person did not have interest holder liability immediately before the merger or share exchange became effective; or
(ii) The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
(b) "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.
(c) "Survivor" in a merger means the domestic or foreign corporation or eligible entity into which one (1) or more other corporations or eligible entities are merged.
(d) The following definitions outside this chapter shall apply to this part:
(1) "Acquired entity" is as defined in section 30-22-102(a)(1), Idaho Code.
(2) "Acquiring entity" is as defined in section 30-22-102(a)(2), Idaho Code.
History:
[30-29-1101, added 2019, ch. 90, sec. 126, p. 301.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 11 - MERGERS AND SHARE EXCHANGES › Section 30-29-1105 - MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES.

30-29-1105. MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES. (a) A domestic or foreign parent entity that owns shares of a domestic corporation that carry at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself, if it is a domestic or foreign corporation or eligible entity, or into another domestic or foreign corporation or eligible entity in which the parent entity owns at least ninety percent (90%) of the voting power of each class and series of the outstanding shares or eligible interests which have voting power, or merge itself, if it is a domestic or foreign corporation or eligible entity, into such subsidiary, in either case without the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation otherwise provide. Section 30-29-1104(k), Idaho Code, applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary.
(b) A parent entity shall, within ten (10) days after the effective date of a merger approved under subsection (a) of this section, notify each of the subsidiary’s shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent entity and a domestic subsidiary corporation shall be governed by the provisions of this part applicable to mergers generally.
History:
[30-29-1105, added 2015, ch. 243, sec. 66, p. 947; am. 2019, ch. 90, sec. 128, p. 304.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 12 - DISPOSITION OF ASSETS › Section 30-29-1201 - DISPOSITION OF ASSETS NOT REQUIRING SHAREHOLDER APPROVAL.

30-29-1201. DISPOSITION OF ASSETS NOT REQUIRING SHAREHOLDER APPROVAL. No approval of the shareholders is required, unless the articles of incorporation otherwise provide:
(a) To sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;
(b) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation’s assets, regardless of whether in the usual and regular course of business; or
(c) To transfer any or all of the corporation’s assets to one (1) or more domestic or foreign corporations or other entities all of the shares or interests of which are owned by the corporation; or
(d) To distribute assets pro rata to the holders of one (1) or more classes or series of the corporation’s shares.
History:
[30-29-1201, added 2015, ch. 243, sec. 67, p. 947; am. 2019, ch. 90, sec. 130, p. 306.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1303 - ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL SHAREHOLDERS.

30-29-1303. ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL SHAREHOLDERS. (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of a class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.
(b) A beneficial shareholder and a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:
(1) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in section 30-29-1322(b)(2)(ii), Idaho Code; and
(2) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.
History:
[30-29-1303, added 2015, ch. 243, sec. 68, p. 952; am. 2019, ch. 90, sec. 134, p. 312.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1321 - NOTICE OF INTENT TO DEMAND PAYMENT — CONSEQUENCES OF VOTING OR CONSENTING.

30-29-1321. NOTICE OF INTENT TO DEMAND PAYMENT — CONSEQUENCES OF VOTING OR CONSENTING. (a) If a corporate action specified in section 30-29-1302(a), Idaho Code, is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(1) Shall deliver to the corporation, before the vote is taken, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and
(2) Shall not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
(b) If a corporate action specified in section 30-29-1302(a), Idaho Code, is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.
(c) If a corporate action specified in section 30-29-1302(a), Idaho Code, does not require shareholder approval pursuant to section 30-29-1104(j), Idaho Code, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effected; and shall not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.
(d) A shareholder who fails to satisfy the requirements of subsection (a), (b), or (c) of this section is not entitled to payment under this part.
History:
[30-29-1321, added 2015, ch. 243, sec. 68, p. 952; am. 2019, ch. 90, sec. 136, p. 314.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1322 - APPRAISAL NOTICE AND FORM.

30-29-1322. APPRAISAL NOTICE AND FORM. (a) If a corporate action requiring appraisal rights under section 30-29-1302(a), Idaho Code, becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection (b) of this section to all shareholders who satisfy the requirements of section 30-29-1321(a), (b), or (c), Idaho Code. In the case of a merger under section 30-29-1105, Idaho Code, the parent shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in section 30-29-1302(a), Idaho Code, became effective, and no later than ten (10) days after such date and must:
(1) Supply a form that:
(i) Specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action;
(ii) If such announcement was made, requires the shareholder asserting appraisal rights to certify whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and
(iii) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;
(2) State:
(i) Where the form shall be sent and where certificates for certificated shares must be deposited and the date by which those certificates shall be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph (ii) of this paragraph;
(ii) A date by which the corporation shall receive the form, which date may not be fewer than forty (40) days nor more than sixty (60) days after the date the appraisal notice in subsection (a) of this section is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;
(iii) The corporation’s estimate of the fair value of the shares;
(iv) That, if requested in writing, the corporation will provide, to the shareholders so requesting, within ten (10) days after the date specified in subparagraph (ii) of this paragraph the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(v) The date by which the notice to withdraw under section 30-29-1323, Idaho Code, shall be received, which date shall be within twenty (20) days after the date specified in subparagraph (ii) of this paragraph; and
(3) Be accompanied by a copy of this part.
History:
[30-29-1322, added 2015, ch. 243, sec. 68, p. 953; am. 2019, ch. 90, sec. 137, p. 314.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1323 - PERFECTION OF RIGHTS — RIGHT TO WITHDRAW.

30-29-1323. PERFECTION OF RIGHTS — RIGHT TO WITHDRAW. (a) A shareholder who receives notice pursuant to section 30-29-1322, Idaho Code, and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 30-29-1322(b)(2)(ii), Idaho Code. In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 30-29-1322(b)(2)(ii), Idaho Code. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under section 30-29-1325, Idaho Code. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b) of this section.
(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 30-29-1322(b)(2)(v), Idaho Code. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.
(c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in section 30-29-1322(b), Idaho Code, shall not be entitled to payment under this part.
History:
[30-29-1323, added 2015, ch. 243, sec. 68, p. 953; am. 2019, ch. 90, sec. 138, p. 315.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1324 - PAYMENT.

30-29-1324. PAYMENT. (a) Except as provided in section 30-29-1325, Idaho Code, within thirty (30) days after the form required by section 30-29-1322(b)(2)(ii), Idaho Code, is due, the corporation shall pay in cash to those shareholders who complied with section 30-29-1323(a), Idaho Code, the amount the corporation estimates to be the fair value of their shares, plus interest.
(b) The payment to each shareholder pursuant to subsection (a) of this section must be accompanied by:
(1) Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a cash flow statement for that year, and the latest interim financial statements of such corporation, if any; provided however, that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information;
(2) A statement of the corporation’s estimate of the fair value of the shares, which estimate shall equal or exceed the corporation’s estimate given pursuant to section 30-29-1322(b)(2)(iii), Idaho Code; and
(3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 30-29-1326, Idaho Code, and that if any such shareholder does not do so within the time period specified in section 30-29-1326(b), Idaho Code, such shareholder shall be deemed to have accepted the payment under subsection (a) of this section in full satisfaction of the corporation’s obligations under this part.
History:
[30-29-1324, added 2015, ch. 243, sec. 68, p. 954; am. 2019, ch. 90, sec. 139, p. 316.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1325 - AFTER ACQUIRED SHARES.

30-29-1325. AFTER ACQUIRED SHARES. (a) A corporation may elect to withhold payment required by section 30-29-1324, Idaho Code, from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 30-29-1322(b)(1), Idaho Code.
(b) If the corporation elected to withhold payment under subsection (a) of this section, it shall, within thirty (30) days after the form required by section 30-29-1322(b)(2)(ii), Idaho Code, is due, notify all shareholders who are described in subsection (a) of this section:
(1) Of the information required by section 30-29-1324(b)(1), Idaho Code;
(2) Of the corporation’s estimate of fair value pursuant to section 30-29-1324(b)(2), Idaho Code;
(3) That they may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 30-29-1326, Idaho Code;
(4) That those shareholders who wish to accept such offer shall so notify the corporation of their acceptance of the corporation’s offer within thirty (30) days after receiving the offer; and
(5) That those shareholders who do not satisfy the requirements for demanding appraisal under section 30-29-1326, Idaho Code, shall be deemed to have accepted the corporation’s offer.
(c) Within ten (10) days after receiving the shareholder’s acceptance pursuant to subsection (b)(4) of this section, the corporation shall pay in cash the amount it offered under subsection (b)(2) of this section plus interest to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.
(d) Within forty (40) days after delivering the notice described in subsection (b) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (b)(2) of this section plus interest to each shareholder described in subsection (b)(5) of this section.
History:
[30-29-1325, added 2015, ch. 243, sec. 68, p. 954; am. 2019, ch. 90, sec. 140, p. 316.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1326 - PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.

30-29-1326. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER. (a) A shareholder paid pursuant to section 30-29-1324, Idaho Code, who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate, less any payment under section 30-29-1324, Idaho Code, plus interest. A shareholder offered payment under section 30-29-1325, Idaho Code, who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder’s stated estimate of the fair value of the shares plus interest.
(b) A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection (a) of this section within thirty (30) days after receiving the corporation’s payment or offer of payment under section 30-29-1324 or 30-29-1325, Idaho Code, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
History:
[30-29-1326, added 2015, ch. 243, sec. 68, p. 955; am. 2019, ch. 90, sec. 141, p. 317.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1330 - COURT ACTION.

30-29-1330. COURT ACTION. (a) If a shareholder makes demand for payment under section 30-29-1326, Idaho Code, that remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 30-29-1326, Idaho Code, plus interest.
(b) The corporation shall commence the proceeding in the appropriate court of the county where the corporation’s principal office is located, or, if none in this state, Ada county. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Ada county.
(c) The corporation shall make all shareholders, regardless of whether they are residents of this state, whose demands remain unsettled parties to the proceeding, as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(e) Each shareholder made a party to the proceeding is entitled to judgment:
(1) For the amount, if any, by which the court finds the fair value of the shareholder’s shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest; or
(2) For the fair value, plus interest, of the shareholder’s shares for which the corporation elected to withhold payment under section 30-29-1325, Idaho Code.
History:
[30-29-1330, added 2015, ch. 243, sec. 68, p. 955; am. 2019, ch. 90, sec. 142, p. 317.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1331 - COURT COSTS AND EXPENSES.

30-29-1331. COURT COSTS AND EXPENSES. (a) The court in an appraisal proceeding commenced under section 30-29-1330, Idaho Code, shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.
(b) The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable:
(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 30-29-1320, 30-29-1322, 30-29-1324 or 30-29-1325, Idaho Code; or
(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.
(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.
(d) To the extent the corporation fails to make a required payment pursuant to section 30-29-1324, 30-29-1325 or 30-29-1326, Idaho Code, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
History:
[30-29-1331, added 2015, ch. 243, sec. 68, p. 956; am. 2019, ch. 90, sec. 143, p. 318.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 13 - APPRAISAL RIGHTS › Section 30-29-1340 - OTHER REMEDIES LIMITED.

30-29-1340. OTHER REMEDIES LIMITED. (a) The legality of a proposed or completed corporate action described in section 30-29-1302(a), Idaho Code, may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(b) Subsection (a) of this section does not apply to a corporate action that:
(1) Was not authorized and approved in accordance with the applicable provisions of:
(i) Part 9, 10, 11, or 12 of this chapter;
(ii) The articles of incorporation or bylaws; or
(iii) The resolution of the board of directors authorizing the corporate action;
(2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 30-29-862, Idaho Code, and has been approved by the shareholders in the same manner as is provided in section 30-29-863, Idaho Code, as if the interested transaction were a director’s conflicting interest transaction; or
(4) Is approved by less than unanimous consent of the voting shareholders pursuant to section 30-29-704, Idaho Code, if:
(i) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and
(ii) The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
History:
[30-29-1340, added 2019, ch. 90, sec. 144, p. 319.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 29 - GENERAL BUSINESS CORPORATIONS › Part 14 - DISSOLUTION › Section 30-29-1401 - DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS.

30-29-1401. DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:
(a) The name of the corporation;
(b) The date of its incorporation;
(c) Either:
(1) That none of the corporation’s shares has been issued; or
(2) That the corporation has not commenced business;
(d) That no debt of the corporation remains unpaid;
(e) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(f) That a majority of the incorporators or initial directors authorized the dissolution.
History:
[30-29-1401, added 2015, ch. 243, sec. 69, p. 956; am. 2019, ch. 90, sec. 145, p. 319.]