Title 30, CORPORATIONS

30-21-105. rules and procedures. The secretary of state may: (1) Adopt rules to administer this act in accordance with the administrative procedure act; and (2) Prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this …

30-21-201. ENTITY FILING REQUIREMENTS. (a) To be filed by the secretary of state pursuant to this act, an entity filing must be received by the secretary of state, comply with this act, and satisfy the following: (1) The entity filing must be required or permitted by this act. (2…

30-21-202. Forms. (a) The secretary of state may provide forms for entity filings required or permitted to be made by this act, but, except as otherwise provided in subsection (b) of this section, their use is not required. (b) The secretary of state may require that a cover shee…

30-21-203. effective dates and times. Except as otherwise provided in this act and subject to section 30-21-205(d), Idaho Code, an entity filing is effective: (1) On the date and at the time of its filing by the secretary of state as provided in section 30-21-206, Idaho Code; (2)…

30-21-204. Withdrawal of filed record before effectiveness. (a) Except as otherwise provided in this act, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. …

30-21-205. correcting filed record. (a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmis…

30-21-206. DUTY OF SECRETARY OF STATE TO FILE — REVIEW OF REFUSAL TO FILE. (a) The secretary of state shall file an entity filing delivered to the secretary of state for filing that satisfies this act. The duty of the secretary of state under this section is ministerial. (b) When…

30-21-207. EVIDENTIARY EFFECT OF COPY OF FILED RECORD. A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.

30-21-208. CERTIFICATE OF GOOD STANDING OR REGISTRATION. (a) On request of any person, the secretary of state shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity. (b) A certificate under subsecti…

30-21-209. SIGNING OF ENTITY FILING. (a) Signing an entity filing is an affirmation under the penalties of perjury that the facts stated in the filing are true in all material respects. (b) A record filed under this act may be signed by an agent. Whenever this act requires a part…

30-21-210. SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. (a) If a person required by this act to sign or deliver a record to the secretary of state for filing under this act does not do so, any other person that is aggrieved may petition the district court to order: (1) The pers…

30-21-211. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover …

30-21-212. DELIVERY BY SECRETARY OF STATE. Except as otherwise provided by section 30-21-412, Idaho Code, or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it: (1) In person to the person that submitted it for f…

30-21-213. ANNUAL REPORT FOR SECRETARY OF STATE. (a) A domestic filing entity, domestic limited liability partnership, or registered foreign entity shall deliver to the secretary of state for filing an annual report that states: (1) The name of the entity and its jurisdiction of …

30-21-214. fees. (a) The secretary of state shall collect the following fees for copying and certifying the copy of any filed record: (1) Twenty-five cents (25¢) per page for copying; and (2) Ten dollars ($10.00) for the certification. (b) The secretary of state shall collect the…

30-21-301. PERMITTED NAMES. (a) Except as otherwise provided in subsection (d) or (f) of this section, the name of a domestic filing entity or domestic limited liability partnership, and the name under which a foreign entity may register to do business in this state, must be dist…

30-21-302. NAME REQUIREMENTS FOR CERTAIN TYPES OF ENTITIES. (a) The name of a business corporation must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import in a…

30-21-303. reservation of name. (a) A person may reserve the exclusive use of an entity name by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state …

30-21-304. registration of name. (a) A foreign filing entity or foreign limited liability partnership not registered to do business in this state under part 5 of this chapter may register its name, or an alternate name adopted pursuant to section 30-21-506, Idaho Code, if the nam…

30-21-401. definitions. In this part: (1) "Designation of agent" means a statement designating a registered agent delivered to the secretary of state for filing under: (A) Section 30-27-129, Idaho Code, the "Uniform Unincorporated Nonprofit Association Act"; or (B) Section 30-21-…

30-21-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED AGENT. The following shall designate and maintain a registered agent in this state: (1) A domestic filing entity; (2) A domestic limited liability partnership; and (3) A registered foreign entity.

30-21-403. ADDRESSES IN FILING. If a provision of this part other than section 30-21-410(a)(4), Idaho Code, requires that a record state an address, the record must state: (1) A street address in this state; and (2) A mailing address in this state if different from the address de…

30-21-404. DESIGNATION OF REGISTERED AGENT. (a) A registered agent filing must be signed by the represented entity and state: (1) The name of the entity’s commercial registered agent; or (2) If the entity does not have a commercial registered agent: (A) The name and address of th…

30-21-405. LISTING OF COMMERCIAL REGISTERED AGENT. (a) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent listing statement signed by the person which states: (1) The name of the individual …

30-21-406. TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT. (a) A commercial registered agent may terminate its listing as a commercial registered agent by delivering to the secretary of state for filing a commercial registered agent termination statement signed by the agen…

30-21-407. CHANGE OF REGISTERED AGENT BY ENTITY. (a) A represented entity may change the information on file under section 30-21-404(a), Idaho Code, by delivering to the secretary of state for filing a statement of change signed by the entity which states: (1) The name of the ent…

30-21-408. CHANGE OF NAME or ADDRESS BY NONCOMMERCIAL REGISTERED AGENT. (a) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under section 30-21-404(a), Idaho Code, the agent shall deliver to the secretary of state…

30-21-409. CHANGE OF NAME, ADDRESS, TYPE OF ENTITY, OR JURISDICTION OF FORMATION BY COMMERCIAL REGISTERED AGENT. (a) If a commercial registered agent changes its name, its address as listed under section 30-21-405(a), Idaho Code, its type of entity, or its jurisdiction of formati…

30-21-410. RESIGNATION OF REGISTERED AGENT. (a) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation signed by the agent which states: (1) The name of the entity; (2) The name of the agent; (…

30-21-411. DESIGNATION OF REGISTERED AGENT BY NONREGISTERED FOREIGN ENTITY OR NONFILING DOMESTIC ENTITY. (a) A nonregistered foreign entity or domestic nonfiling entity may deliver to the secretary of state for filing a statement designating a registered agent signed by the entit…

30-21-412. SERVICE OF PROCESS, NOTICE OR DEMAND ON ENTITY. (a) A represented entity may be served with any process, notice or demand required or permitted by law by serving its registered agent. (b) If a represented entity ceases to have a registered agent, or if its registered a…

30-21-413. DUTIES OF REGISTERED AGENT. The only duties under this part of a registered agent that has complied with this part are: (1) To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice or demand pertaining to…

30-21-414. JURISDICTION AND VENUE. The designation or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or a proce…

30-21-501. GOVERNING LAW. (a) The law of the jurisdiction of formation of an entity governs: (1) The internal affairs of the entity; (2) The liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity; (3) The liability o…

30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter. (b) A foreign filing entity or foreign limited liability…

30-21-503. FOREIGN REGISTRATION STATEMENT. (a) To register to do business in this state, a foreign filing entity or foreign limited liability partnership must deliver a foreign registration statement to the secretary of state for filing. The statement must be signed by the entity…

30-21-504. AMENDMENT OF FOREIGN REGISTRATION STATEMENT. (a) A registered foreign entity shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) The name of the entity; (2) The type of entity, incl…

30-21-505. ACTIVITIES NOT CONSTITUTING DOING BUSINESS. (a) Activities of a foreign filing entity or foreign limited liability partnership that do not constitute doing business in this state under this chapter include: (1) Maintaining, defending, mediating, arbitrating, or settlin…

30-21-506. NONCOMPLYING NAME OF FOREIGN ENTITY. (a) A foreign filing entity or foreign limited liability partnership whose name does not comply with section 30-21-301, Idaho Code, for an entity of its type may not register to do business in this state until it adopts, for the pur…

30-21-507. WITHDRAWAL OF REGISTRATION OF REGISTERED FOREIGN ENTITY. (a) A registered foreign entity may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the entity and state: (1) …

30-21-508. WITHDRAWAL DEEMED ON CONVERSION OR DOMESTICATION TO DOMESTIC FILING ENTITY OR DOMESTIC LIMITED LIABILITY PARTNERSHIP. A registered foreign entity that converts or domesticates to any type of domestic filing entity or to a domestic limited liability partnership is deeme…

30-21-509. WITHDRAWAL ON DISSOLUTION OR CONVERSION TO NONFILING ENTITY OTHER THAN LIMITED LIABILITY PARTNERSHIP. (a) A registered foreign entity that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability p…

30-21-510. TRANSFER OF REGISTRATION. (a) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of s…

30-21-511. TERMINATION OF REGISTRATION. (a) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (b) and (c) of this section if the entity does not: (1) Deliver its annual report to the secretary of state for f…

30-21-512. ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.

30-21-601. grounds. The secretary of state may commence a proceeding under section 30-21-602, Idaho Code, to dissolve a domestic filing entity administratively if the entity does not: (1) Deliver an annual report to the secretary of state by the date it is due; (2) Have a registe…