Title 30, CORPORATIONS

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 …

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 ame…

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 n…

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 authorit…

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. A…

30-29-101. SHORT TITLE. This chapter shall be known and may be cited as the "Idaho Business Corporation Act."

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 app…

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 (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders unless the bylaw other…

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 c…

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 eli…

30-29-1104. ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE. In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange shall be adopted in the following manner notwithstanding the provisions of …

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 subs…

30-29-1107. EFFECT OF MERGER OR SHARE EXCHANGE. (a) Notwithstanding the provisions of sections 30-22-206(c) and (d) and 30-22-306(c) and (d), Idaho Code, and except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law governing or or…

30-29-120. REQUIREMENTS FOR DOCUMENTS -- EXTRINSIC FACTS. (a) A document delivered to the secretary of state for filing pursuant to this chapter must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewr…

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…

30-29-1202. SHAREHOLDER APPROVAL OF CERTAIN DISPOSITIONS. (a) A sale, lease, exchange or other disposition of assets, other than a disposition described in section 30-29-1201, Idaho Code, requires approval of the corporation's shareholders if the disposition would leave the corpo…

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.…

30-29-1301. DEFINITIONS. In this part: (1) "Affiliate" means a person that directly or indirectly through one (1) or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive of such person. For purposes of section 30-…

30-29-1302. RIGHT TO APPRAISAL. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party: (i) If…

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 …

30-29-1320. NOTICE OF APPRAISAL RIGHTS. (a) Where any corporate action specified in section 30-29-1302(a), Idaho Code, is to be submitted to a vote at a shareholders' meeting, the meeting notice, or where no approval of such action is required pursuant to section 30-29-1104(j), I…

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…

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…

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, dep…

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), Ida…

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 …

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 …

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…

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 sha…

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 shareh…

30-29-140. CHAPTER DEFINITIONS. In this chapter, unless otherwise specified: (1) "Articles of incorporation" means the articles of incorporation described in section 30-29-202, Idaho Code, all amendments to the articles of incorporation, and any other documents permitted or requi…

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 o…

30-29-1402. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS. (a) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, the proposal to dissolve…

30-29-1403. ARTICLES OF DISSOLUTION. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date that dissolution was authoriz…

30-29-1404. REVOCATION OF DISSOLUTION. (a) A corporation may revoke its dissolution within one hundred twenty (120) days after its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization perm…

30-29-1405. EFFECT OF DISSOLUTION. (a) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; …

30-29-1406. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice must: (1) Describe informatio…

30-29-1407. OTHER CLAIMS AGAINST DISSOLVED CORPORATION. (a) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (b) The notice must: (1) Be published one (…

30-29-1408. COURT PROCEEDINGS. (a) A dissolved corporation that has published a notice under section 30-29-1407, Idaho Code, may file an application with the district court of the county where the dissolved corporation's principal office is located, or, if none in this state, Ada…

30-29-1409. DIRECTOR DUTIES. (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved…

30-29-141. NOTICES AND OTHER COMMUNICATIONS. (a) Notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be i…

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 ot…

30-29-143. QUALIFIED DIRECTOR. (a) A "qualified director" is a director who, at the time action is to be taken under: (1) Section 30-29-202(b)(6), Idaho Code, is not a director to whom the limitation or elimination of the duty of an officer to offer potential business opportuniti…

30-29-1430. GROUNDS FOR JUDICIAL DISSOLUTION. (a) The Idaho district court designated in section 30-29-1431(a), Idaho Code, may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (i) The corporation obtained its articles of incorporatio…

30-29-1431. PROCEDURE FOR JUDICIAL DISSOLUTION. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Ada county. Venue for a proceeding brought by any other party named in section 30-29-1430(a), Idaho Code, lies in the county where a corporation's …

30-29-1432. RECEIVERSHIP OR CUSTODIANSHIP. (a) Unless an election to purchase has been filed under section 30-29-1434, Idaho Code, a court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more…