Title 30, CORPORATIONS

30-1608. Rights of action. (1) An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this chapter. (2) The issuing public corporation may make application to a court of compete…

30-1609. Redemption. (1) Unless otherwise expressly provided in the articles or in bylaws of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 30-1603(2), Idaho Code, acquired in a cont…

30-1610. Scope. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of t…

30-1611. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or propos…

30-1612. Severability. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of rema…

30-1613. Election. Any publicly held corporation which meets the requirements specified in section 30-1601(12)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corpo…

30-1614. Short title. This chapter shall be known and may be cited as the "Control Share Acquisition Law."

30-1701. Definitions. In this chapter the following terms have the meaning specified: (1) "Affiliate" means a person that directly or indirectly controls, is controlled by or is under common control with a specified person. (2) "Announcement date," when used in reference to any b…

30-1702. Duties of director. In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its share…

30-1703. Exclusions from chapter. The provisions of this chapter shall not apply to an interested shareholder if: (1) The interested shareholder was an interested shareholder on, or became an interested shareholder pursuant to a tender offer commenced prior to, the day following …

30-1704. Business combination with interested shareholder — Approval by directors. (1) Except as provided in section 30-1703, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage in any business combinati…

30-1705. Requirements. Except as provided in sections 30-1703 and 30-1704, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage at any time in any business combination or vote, consent or otherwise act to…

30-1706. Scope. (1) Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of t…

30-1707. Jurisdiction. (1) If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes special requirements applicable to any business combination, and that law contains provisions …

30-1708. Severability. The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of rema…

30-1709. Election. Any publicly held corporation which meets the requirements specified in section 30-1701(11)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corpo…

30-1710. Short title. This chapter shall be known and may be cited as the "Business Combination Law."

30-1901. SHORT TITLE. This act shall be known and may be cited as the "Successor Corporation Asbestos-Related Liability Fairness Act."

30-1902. DEFINITIONS. As used in this section, the following terms shall mean: (1) "Asbestos claim" means any claim, wherever or whenever made, for damages, losses, indemnification, contribution or other relief arising out of, based on, or in any way related to asbestos, includin…

30-1903. Applicability. (1) The limitations in section 30-1904, Idaho Code, shall apply to any successor corporation. (2) The limitations of section 30-1904, Idaho Code, shall not apply to: (a) Worker’s compensation benefits paid by, or on behalf of, an employer to an employee un…

30-1904. limitations on successor asbestos-related liabilities. (1) Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the …

30-1905. establishing fair market value of total gross assets. (1) A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 30-1904, Idaho Code, through any method reasonable under the circumstances, includ…

30-1906. Adjustment. (1) Except as provided in subsections (2) through (4) of this section, the fair market value of total gross assets at the time of the merger or consolidation shall increase annually at a rate equal to the sum of: (a) The prime rate as listed in the first edit…

30-1907. Scope of chapter — application. (1) The courts of this state shall construe the provisions of this act liberally with regard to successors. (2) This act shall apply to all asbestos claims filed against a successor on or after the effective date of this act and to any pen…

30-2001. APPLICATION AND EFFECT OF THIS CHAPTER. (1) This chapter may be known and cited as the "Idaho Benefit Corporation Act." (2) This chapter shall be applicable to all benefit corporations. (3) The existence of a provision of this chapter shall not of itself create an implic…

30-2002. DEFINITIONS. In this chapter: (1) "Benefit corporation" means a business corporation that has elected to become subject to this chapter and the status of which as a benefit corporation has not been terminated. (2) "Benefit director" means the director designated as the b…

30-2003. incorporation. A benefit corporation shall be incorporated in accordance with part 2, chapter 29, title 30, Idaho Code, but its articles of incorporation must also state that it is a benefit corporation.

30-2004. election of benefit corporation status. (1) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effec…

30-2005. TERMINATION OF STATUS. (1) A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision adopting benefit corporation status. In order to be effective, the amendment must b…

30-2006. corporate purposes. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 30-29-301, Idaho Code. (2) The articles of incorporation of a benefit corporation may identify one (1) or more …

30-2007. standard of conduct for directors. (1) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consid…

30-2008. benefit director. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall be designated the benefit director, and shall have, in addition to the powe…

30-2009. STANDARD OF CONDUCT FOR OFFICERS. (1) Each officer of a benefit corporation shall consider the interests and factors as provided in section 30-2007, Idaho Code, if the officer has discretion to act with respect to a matter, and it reasonably appears to the officer that t…

30-2010. benefit officer. A benefit corporation may have an officer designated the benefit officer. The benefit officer shall have: (1) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided by the byl…

30-2011. right of action. (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the corporation’s failure to pursue or create general public benefit or a specific …

30-2012. preparation of annual benefit report. (1) A benefit corporation shall prepare an annual benefit report including the following: (a) A narrative description of: (i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to …

30-2013. availability of annual benefit report. (1) A benefit corporation shall send its annual benefit report to each shareholder either one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, or at the same time that the benefit corporatio…

30-21-101. SHORT TITLES. (a) This act may be cited as the "Idaho Uniform Business Organizations Code." (b) This chapter may be cited as the "Idaho Uniform Business Organizations Code — Preliminary Provisions." (c) Part 4 of this chapter may be cited as the "Idaho Registered Agent…

30-21-102. DEFINITIONS. In this act, except as otherwise provided in definitions of the same terms in other articles of this act: (1) "Act" means the Idaho uniform business organizations code. (2) "Annual report" means the report required by section 30-21-213, Idaho Code. (3) "Bu…

30-21-103. APPLICABILITY OF PART. This part applies to an entity formed under or subject to this act.

30-21-104. delivery of record. (a) Except as otherwise provided in this act, permissible means of delivery of a record includes delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the secretary of state is effective only when a r…

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…