Title 30, CORPORATIONS

30-29-145. DEFINITIONS. For purposes of sections 30-29-145 through 30-29-152, Idaho Code: (1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of director…

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…

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 ratif…

30-29-148. ACTION ON RATIFICATION. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under section 30-29-147(a), Idaho Code, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at t…

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 …

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 …

30-29-151. FILINGS. (a) If the defective corporate action ratified under sections 30-29-145 through 30-29-152, Idaho Code, would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously mad…

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 c…

30-29-1601. CORPORATE RECORDS. (a) A corporation shall maintain the following records: (1) Its articles of incorporation as currently in effect; (2) Any notices to shareholders referred to in section 30-29-120(d)(5), Idaho Code, specifying facts on which a filed document is depen…

30-29-1602. INSPECTION RIGHTS OF SHAREHOLDERS. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 30-29-1601(a), Idaho Code, excluding …

30-29-1603. SCOPE OF INSPECTION RIGHT. (a) A shareholder may appoint an agent or attorney to exercise the shareholder's inspection and copying rights under section 30-29-1602, Idaho Code. (b) The corporation may, if reasonable, satisfy the right of a shareholder to copy records u…

30-29-1604. COURT-ORDERED INSPECTION. (a) If a corporation does not allow a shareholder who complies with section 30-29-1602(a), Idaho Code, to inspect and copy any records required by that section to be available for inspection, the Idaho district court of the county where the c…

30-29-1605. INSPECTION RIGHTS OF DIRECTORS. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, inclu…

30-29-1620. FINANCIAL STATEMENTS FOR SHAREHOLDERS. (a) Upon the written request of a shareholder, a corporation shall deliver or make available to such requesting shareholder by posting on its website, or by other generally recognized means, annual financial statements for the mo…

30-29-1701. APPLICATION TO EXISTING DOMESTIC CORPORATIONS. This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend …

30-29-1702. APPLICATION TO EXISTING FOREIGN CORPORATIONS. A foreign corporation registered or authorized to do business in this state on the effective date of this chapter is subject to this chapter, is deemed to be registered to do business in this state, and is not required to …

30-29-1703. SAVING PROVISIONS. (a) Except as to procedural provisions, this chapter does not affect a pending action, proceeding, or a right accrued before the effective date of this chapter, and a pending civil action or proceeding may be completed, and a right accrued may be en…

30-29-1704. SEVERABILITY. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the i…

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.

30-29-202. ARTICLES OF INCORPORATION. (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302(a), Idaho Code; (2) The number of shares the corporation is authorized to issue; (3…

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 c…

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.

30-29-205. ORGANIZATION OF CORPORATION. (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corpor…

30-29-206. BYLAWS. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. (c) The bylaws may contain…

30-29-207. EMERGENCY BYLAWS. (a) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the s…

30-29-208. FORUM SELECTION PROVISIONS. (a) The articles of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or…

30-29-301. PURPOSES. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under …

30-29-302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs…

30-29-303. EMERGENCY POWERS. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) Rel…

30-29-304. LACK OF POWER TO ACT. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceedi…

30-29-601. AUTHORIZED SHARES. (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares…

30-29-602. TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS. (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one (1) or more classes or into one (1) or more ser…

30-29-603. ISSUED AND OUTSTANDING SHARES. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacq…

30-29-604. FRACTIONAL SHARES. (a) A corporation may issue fractions of a share or, in lieu of doing so, may: (1) Pay in cash the value of fractions of a share; (2) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip…

30-29-620. SUBSCRIPTION FOR SHARES BEFORE INCORPORATION. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The boa…

30-29-621. ISSUANCE OF SHARES. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intan…

30-29-622. LIABILITY OF SHAREHOLDERS. (a) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in …

30-29-623. SHARE DIVIDENDS. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series of shares. An issuance of shares under thi…

30-29-624. SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS. (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (1) The terms and conditions upon which the rights, options,…

30-29-625. FORM AND CONTENT OF CERTIFICATES. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represente…

30-29-626. SHARES WITHOUT CERTIFICATES. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authoriza…

30-29-627. RESTRICTION ON TRANSFER OF SHARES. (a) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.…

30-29-630. SHAREHOLDERS' PREEMPTIVE RIGHTS. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation t…

30-29-631. CORPORATION'S ACQUISITION OF ITS OWN SHARES. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation's articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares. (b) …

30-29-640. DISTRIBUTIONS TO SHAREHOLDERS. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) The board of directors…

30-29-701. ANNUAL MEETING. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 30-29-704, Idaho Code, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at whi…