TITLE
30
CORPORATIONS
CHAPTER
21
IDAHO
UNIFORM
BUSINESS
ORGANIZATIONS
CODE
PART
1
PRELIMINARY
PROVISIONS
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
Organiza-
tions
Code
-
-
Preliminary
Provisions."
(c)
Part
4
of
this
chapter
may
be
cited
as
the
"Idaho
Registered
Agent
of
Entity
Act."
(d)
Part
8
of
this
chapter
may
be
cited
as
the
"Idaho
Assumed
Business
Names
Act."
[30
-
21
-
101,
added
2015,
ch.
243,
sec.
7,
p.
758.]
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)
"Business
corporation"
means
a
domestic
business
corporation
in-
corporated
under
or
subject
to
chapter
29,
title
30
,
Idaho
Code,
or
a
foreign
business
corporation.
(4)
"Business
trust"
means
a
trust
formed
under
the
statutory
law
of
an-
other
state
that
is
not
a
foreign
statutory
trust
and
does
not
have
a
predomi-
nately
donative
purpose.
(5)
"Commercial
registered
agent"
means
a
person
listed
under
section
30
-
21
-
405
,
Idaho
Code.
(6)
"Common
-
law
business
trust"
means
a
common
-
law
trust
that
does
not
have
a
predominately
donative
purpose.
(7)
"Debtor
in
bankruptcy"
means
a
person
that
is
the
subject
of:
(A)
An
order
for
relief
under
11
U.S.C.
or
a
comparable
order
under
a
successor
statute
of
general
application;
or
(B)
A
comparable
order
under
federal,
state
or
foreign
law
governing
insolvency.
(8)
"Distributional
interest"
means
the
right
under
an
unincorporated
entity's
organic
law
and
organic
rules
to
receive
distributions
from
the
en-
tity.
(9)
"Domestic,"
with
respect
to
an
entity,
means
governed
as
to
its
in-
ternal
affairs
by
the
law
of
this
state.
(10)
"Effective
date,"
when
referring
to
a
record
filed
by
the
secre-
tary
of
state,
means
the
time
and
date
determined
in
accordance
with
section
30
-
21
-
203
,
Idaho
Code.
(11)
"Entity":
(A)
Means:
(i)
A
business
corporation;
(ii)
A
nonprofit
corporation;
(iii)
A
general
partnership,
including
a
limited
liability
part-
nership;

2
(iv)
A
limited
partnership,
including
a
limited
liability
limited
partnership;
(v)
A
limited
liability
company;
(vi)
A
general
cooperative
association;
(vii)
A
limited
cooperative
association;
(viii)
An
unincorporated
nonprofit
association;
(ix)
A
statutory
trust,
business
trust,
or
common
-
law
business
trust;
or
(x)
Any
other
person
that
has:
(I)
A
legal
existence
separate
from
any
interest
holder
of
that
person;
or
(II)
The
power
to
acquire
an
interest
in
real
property
in
its
own
name;
and
(B)
Does
not
include:
(i)
An
individual;
(ii)
A
trust
with
a
predominately
donative
purpose
or
a
charitable
trust;
(iii)
An
association
or
relationship
that
is
not
listed
in
para-
graph
(A)
of
this
subsection
and
is
not
a
partnership
under
the
rules
stated
in
section
30
-
23
-
202
(c),
Idaho
Code,
or
a
similar
provision
of
the
law
of
another
jurisdiction;
(iv)
A
decedent's
estate;
or
(v)
A
government
or
a
governmental
subdivision,
agency
or
instru-
mentality.
(12)
"Entity
filing"
means
a
record
delivered
to
the
secretary
of
state
for
filing
pursuant
to
this
act.
(13)
"Filed
record"
means
a
record
filed
by
the
secretary
of
state
pur-
suant
to
this
act.
(14)
"Filing
entity"
means
an
entity
whose
formation
requires
the
fil-
ing
of
a
public
organic
record.
The
term
does
not
include
a
limited
liability
partnership.
(15)
"Foreign,"
with
respect
to
an
entity,
means
governed
as
to
its
in-
ternal
affairs
by
the
law
of
a
jurisdiction
other
than
this
state.
(16)
"General
cooperative
association"
means
a
foreign
general
cooper-
ative
association.
(17)
"General
partnership"
means
a
domestic
general
partnership
formed
under
or
subject
to
chapter
23
of
this
act
or
a
foreign
general
partnership.
The
term
includes
a
limited
liability
partnership.
(18)
"Governance
interest"
means
a
right
under
the
organic
law
or
or-
ganic
rules
of
an
unincorporated
entity,
other
than
as
a
governor,
agent,
assignee
or
proxy,
to:
(A)
Receive
or
demand
access
to
information
concerning,
or
the
books
and
records
of,
the
entity;
(B)
Vote
for
or
consent
to
the
election
of
the
governors
of
the
entity;
or
(C)
Receive
notice
of
or
vote
on
or
consent
to
an
issue
involving
the
internal
affairs
of
the
entity.
(19)
"Governor"
means:
(A)
A
director
of
a
business
corporation;
(B)
A
director
or
trustee
of
a
nonprofit
corporation;
(C)
A
general
partner
of
a
general
partnership;
(D)
A
general
partner
of
a
limited
partnership;
(E)
A
manager
of
a
manager
-
managed
limited
liability
company;

3
(F)
A
member
of
a
member
-
managed
limited
liability
company;
(G)
A
director
of
a
general
cooperative
association;
(H)
A
director
of
a
limited
cooperative
association;
(I)
A
manager
of
an
unincorporated
nonprofit
association;
(J)
A
trustee
of
a
statutory
trust,
business
trust
or
common
-
law
busi-
ness
trust;
or
(K)
Any
other
person
under
whose
authority
the
powers
of
an
entity
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
entity
are
managed
pursuant
to
the
organic
law
and
organic
rules
of
the
entity.
(20)
"Interest"
means:
(A)
A
share
in
a
business
corporation;
(B)
A
membership
in
a
nonprofit
corporation;
(C)
A
governance
interest
in
a
general
partnership;
(D)
A
governance
interest
in
a
limited
partnership;
(E)
A
governance
interest
in
a
limited
liability
company;
(F)
A
share
in
a
general
cooperative
association;
(G)
A
member's
interest
in
a
limited
cooperative
association;
(H)
A
membership
in
an
unincorporated
nonprofit
association;
(I)
A
beneficial
interest
in
a
statutory
trust,
business
trust
or
com-
mon
-
law
business
trust;
or
(J)
A
governance
interest
or
distributional
interest
in
any
other
type
of
unincorporated
entity.
(21)
"Interest
holder"
means:
(A)
A
shareholder
of
a
business
corporation;
(B)
A
member
of
a
nonprofit
corporation;
(C)
A
general
partner
of
a
general
partnership;
(D)
A
general
partner
of
a
limited
partnership;
(E)
A
limited
partner
of
a
limited
partnership;
(F)
A
member
of
a
limited
liability
company;
(G)
A
shareholder
of
a
general
cooperative
association;
(H)
A
member
of
a
limited
cooperative
association;
(I)
A
member
of
an
unincorporated
nonprofit
association;
(J)
A
beneficiary
or
beneficial
owner
of
a
statutory
trust,
business
trust
or
common
-
law
business
trust;
or
(K)
Any
other
direct
holder
of
an
interest.
(22)
"Jurisdiction,"
used
to
refer
to
a
political
entity,
means
the
United
States,
a
state,
a
foreign
country,
or
a
political
subdivision
of
a
foreign
country.
(23)
"Jurisdiction
of
formation"
means
the
jurisdiction
whose
law
in-
cludes
the
organic
law
of
an
entity.
(24)
"Limited
cooperative
association"
means
a
foreign
limited
cooper-
ative
association.
(25)
"Limited
liability
company"
means
a
domestic
limited
liability
company
formed
under
or
subject
to
chapter
25,
title
30
,
Idaho
Code,
or
a
foreign
limited
liability
company.
(26)
"Limited
liability
limited
partnership"
means
a
domestic
limited
liability
limited
partnership
formed
under
or
subject
to
chapter
24,
title
30
,
Idaho
Code,
or
a
foreign
limited
liability
limited
partnership.
(27)
"Limited
liability
partnership"
means
a
domestic
limited
liabil-
ity
partnership
registered
under
or
subject
to
chapter
23,
title
30
,
Idaho
Code,
or
a
foreign
limited
liability
partnership.

4
(28)
"Limited
partnership"
means
a
domestic
limited
partnership
formed
under
or
subject
to
chapter
24,
title
30
,
Idaho
Code,
or
a
foreign
limited
partnership.
The
term
includes
a
limited
liability
limited
partnership.
(29)
"Noncommercial
registered
agent"
means
a
person
that
is
not
a
com-
mercial
registered
agent
and
is:
(A)
An
individual
or
domestic
or
foreign
entity
that
serves
in
this
state
as
the
registered
agent
of
an
entity;
or
(B)
An
individual
who
holds
the
office
or
other
position
in
an
entity
which
is
designated
as
the
registered
agent
pursuant
to
section
30
-
21
-
404
(a)(2)(B),
Idaho
Code.
(30)
"Nonfiling
entity"
means
an
entity
whose
foundation
does
not
re-
quire
the
filing
of
a
public
organic
record.
(31)
"Nonprofit
corporation"
means
a
domestic
nonprofit
corporation
incorporated
under
or
subject
to
chapter
30,
title
30
,
Idaho
Code,
or
a
for-
eign
nonprofit
corporation.
(32)
"Nonregistered
foreign
entity"
means
a
foreign
entity
that
is
not
registered
to
do
business
in
this
state
pursuant
to
a
statement
of
registra-
tion
filed
by
the
secretary
of
state.
(33)
"Organic
law"
means
the
law
of
an
entity's
jurisdiction
of
forma-
tion
governing
the
internal
affairs
of
the
entity.
(34)
"Organic
rules"
means
the
public
organic
record
and
private
or-
ganic
rules
of
an
entity.
(35)
"Person"
means
an
individual,
business
corporation,
nonprofit
corporation,
partnership,
limited
partnership,
limited
liability
company,
general
cooperative
association,
limited
cooperative
association,
unincor-
porated
nonprofit
association,
statutory
trust,
business
trust,
common
-
law
business
trust,
estate
trust,
association,
joint
venture,
public
corpora-
tion,
government
or
governmental
subdivision,
agency,
or
instrumentality,
or
any
other
legal
or
commercial
entity.
(36)
"Principal
office"
means
the
principal
executive
office
of
an
en-
tity,
whether
or
not
the
office
is
located
in
this
state.
(37)
"Private
organic
rules"
means
the
rules,
whether
or
not
in
a
record,
that
govern
the
internal
affairs
of
an
entity,
are
binding
on
all
its
interest
holders,
and
are
not
part
of
its
public
organic
record,
if
any.
The
term
includes:
(A)
The
bylaws
of
a
business
corporation;
(B)
The
bylaws
of
a
nonprofit
corporation;
(C)
The
partnership
agreement
of
a
general
partnership;
(D)
The
partnership
agreement
of
a
limited
partnership;
(E)
The
operating
agreement
of
a
limited
liability
company;
(F)
The
bylaws
of
a
general
cooperative
association;
(G)
The
bylaws
of
a
limited
cooperative
association;
(H)
The
governing
principles
of
an
unincorporated
nonprofit
associa-
tion;
and
(I)
The
trust
instrument
of
a
statutory
trust
or
similar
rules
of
a
business
trust
or
common
-
law
business
trust.
(38)
"Proceeding"
includes
a
civil
action,
arbitration,
mediation,
ad-
ministrative
proceeding,
criminal
prosecution
and
investigatory
action.
(39)
"Professional
entity"
means
an
entity
formed
for
the
sole
and
spe-
cific
purpose
of
rendering
professional
services,
allied
professional
ser-
vices,
and
services
ancillary
to
the
professional
services
and
that
has
as
its
interest
holders
only:

5
(A)
Natural
persons
who
themselves
are
duly
licensed
or
otherwise
legally
authorized
to
render
one
(1)
or
more
of
the
same
professional
services
as
the
professional
entity;
and
(B)
Other
professional
entities.
(40)
"Professional
service"
means
any
type
of
service
to
the
public
that
can
be
rendered
by
a
member
of
any
profession
within
the
purview
of
the
member's
profession.
(41)
"Property"
means
all
property,
whether
real,
personal,
or
mixed
or
tangible
or
intangible,
or
any
right
or
interest
therein.
(42)
"Public
organic
record"
means
the
record,
the
filing
of
which
by
the
secretary
of
state
is
required
to
form
an
entity,
and
any
amendment
to
or
restatement
of
that
record.
The
term
includes:
(A)
The
articles
of
incorporation
of
a
business
corporation;
(B)
The
articles
of
incorporation
of
a
nonprofit
corporation;
(C)
The
certificate
of
limited
partnership
of
a
limited
partnership;
(D)
The
certificate
of
organization
of
a
limited
liability
company;
(E)
The
articles
of
incorporation
of
a
general
cooperative
associa-
tion;
(F)
The
articles
of
organization
of
a
limited
cooperative
association;
and
(G)
The
certificate
of
trust
of
a
statutory
trust
or
similar
record
of
a
business
trust.
(43)
"Receipt,"
as
used
in
this
chapter,
means
actual
receipt.
"Re-
ceive"
has
a
corresponding
meaning.
(44)
"Record,"
used
as
a
noun,
means
information
that
is
inscribed
on
a
tangible
medium
or
that
is
stored
in
an
electronic
or
other
medium
and
is
retrievable
in
perceivable
form.
(45)
"Registered
agent"
means
an
agent
of
an
entity
that
is
authorized
to
receive
service
of
any
process,
notice,
or
demand
required
or
permitted
by
law
to
be
served
on
the
entity.
The
term
includes
a
commercial
registered
agent
and
a
noncommercial
registered
agent.
(46)
"Registered
foreign
entity"
means
a
foreign
entity
that
is
regis-
tered
to
do
business
in
this
state
pursuant
to
a
statement
of
registration
filed
by
the
secretary
of
state.
(47)
"Sign"
means
with
present
intent
to
authenticate
or
adopt
a
record:
(A)
To
execute
or
adopt
a
tangible
symbol;
or
(B)
To
attach
to
or
logically
associate
with
the
record
an
electronic
symbol,
sound
or
process.
(48)
"State"
means
a
state
of
the
United
States,
the
District
of
Colum-
bia,
Puerto
Rico,
the
United
States
Virgin
Islands,
or
any
territory
or
insu-
lar
possession
subject
to
the
jurisdiction
of
the
United
States.
(49)
"Statutory
trust"
means
a
trust
formed
under
the
statutory
law
of
a
jurisdiction
other
than
this
state.
(50)
"Transfer"
includes:
(A)
An
assignment;
(B)
A
conveyance;
(C)
A
sale;
(D)
A
lease;
(E)
An
encumbrance,
including
a
mortgage
or
security
interest;
(F)
A
gift;
and
(G)
A
transfer
by
operation
of
law.
(51)
"Type
of
entity"
means
a
generic
form
of
entity:

6
(A)
Recognized
at
common
law;
or
(B)
Formed
under
an
organic
law,
whether
or
not
some
entities
formed
un-
der
that
law
are
subject
to
provisions
of
that
law
that
create
different
categories
of
the
form
of
entity.
(52)
"Unincorporated
nonprofit
association"
means
a
domestic
unincor-
porated
nonprofit
association
formed
under
or
subject
to
chapter
27,
title
30
,
Idaho
Code,
or
a
nonprofit
association
formed
under
or
subject
to
the
law
of
a
jurisdiction
other
than
this
state
that
would
be
an
unincorporated
non-
profit
association
if
formed
under
or
subject
to
the
law
of
this
state.
(53)
"Written"
means
inscribed
on
a
tangible
medium.
"Writing"
has
a
corresponding
meaning.
[30
-
21
-
102,
added
2015,
ch.
243,
sec.
7,
p.
758.]
30
-
21
-
103.
APPLICABILITY
OF
PART.
This
part
applies
to
an
entity
formed
under
or
subject
to
this
act.
[30
-
21
-
103,
added
2015,
ch.
243,
sec.
7,
p.
763.]
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
record
is
received
by
the
secretary
of
state.
[30
-
21
-
104,
added
2015,
ch.
243,
sec.
7,
p.
763.]
30
-
21
-
105.
RULES
AND
PROCEDURES.
The
secretary
of
state
may:
(1)
Adopt
rules
to
administer
this
act
in
accordance
with
the
adminis-
trative
procedure
act;
and
(2)
Prescribe
procedures
that
are
reasonably
necessary
to
perform
the
duties
required
of
the
secretary
of
state
under
this
act
and
are
not
required
by
the
administrative
procedure
act
to
be
adopted
as
rules.
[30
-
21
-
105,
added
2015,
ch.
243,
sec.
7,
p.
763.]
PART
2
FILING
30
-
21
-
201.
ENTITY
FILING
REQUIREMENTS.
(a)
To
be
filed
by
the
secre-
tary
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)
The
entity
filing
must
be
physically
delivered
in
written
form
un-
less
and
to
the
extent
the
secretary
of
state
permits
electronic
deliv-
ery
of
entity
filings.
(3)
The
words
in
the
entity
filing
must
be
in
English,
and
numbers
must
be
in
Arabic
or
Roman
numerals,
but
the
name
of
the
entity
need
not
be
in
English
if
written
in
English
letters
or
Arabic
or
Roman
numerals.
(4)
The
entity
filing
must
be
signed
by
or
on
behalf
of
a
person
autho-
rized
or
required
under
this
chapter
to
sign
the
filing.
(5)
The
entity
filing
must
state
the
name
and
capacity,
if
any,
of
each
individual
who
signed
it,
either
on
behalf
of
the
individual
or
the
per-

7
son
authorized
or
required
to
sign
the
filing,
but
need
not
contain
a
seal,
attestation,
acknowledgment
or
verification.
(b)
If
law
other
than
this
chapter
prohibits
the
disclosure
by
the
sec-
retary
of
state
of
information
contained
in
an
entity
filing,
the
secretary
of
state
shall
file
the
entity
filing
if
the
filing
otherwise
complies
with
this
chapter
but
may
redact
the
information.
(c)
When
an
entity
filing
is
delivered
to
the
secretary
of
state
for
filing,
any
fee
required
under
this
part
and
any
fee,
tax,
interest,
or
penalty
required
to
be
paid
under
this
part
or
law
other
than
this
act
must
be
paid
in
a
manner
permitted
by
the
secretary
of
state.
(d)
The
secretary
of
state
may
require
that
an
entity
filing
delivered
in
written
form
be
accompanied
by
an
identical
or
conformed
copy.
[30
-
21
-
201,
added
2015,
ch.
243,
sec.
8,
p.
763.]
30
-
21
-
202.
FORMS.
(a)
The
secretary
of
state
may
provide
forms
for
en-
tity
filings
required
or
permitted
to
be
made
by
this
act,
but,
except
as
oth-
erwise
provided
in
subsection
(b)
of
this
section,
their
use
is
not
required.
(b)
The
secretary
of
state
may
require
that
a
cover
sheet
for
an
entity
filing
and
an
annual
report
be
on
forms
prescribed
by
the
secretary
of
state.
[30
-
21
-
202,
added
2015,
ch.
243,
sec.
8,
p.
764.]
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)
On
the
date
of
filing
and
at
the
time
specified
in
the
entity
filing
as
its
effective
time,
if
later
than
the
time
under
subsection
(1)
of
this
section;
(3)
If
permitted
by
this
act,
at
a
specified
delayed
effective
date
and
time,
which
may
not
be
more
than
ninety
(90)
days
after
the
date
of
filing;
or
(4)
If
a
delayed
effective
date
as
permitted
by
this
act
is
specified,
but
no
time
is
specified,
at
12:01
a.m.
on
the
date
specified,
which
may
not
be
more
than
ninety
(90)
days
after
the
date
of
filing.
[30
-
21
-
203,
added
2015,
ch.
243,
sec.
8,
p.
764.]
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.
(b)
A
statement
of
withdrawal
must:
(1)
Be
signed
by
each
person
that
signed
the
record
being
withdrawn,
ex-
cept
as
otherwise
agreed
by
those
persons;
(2)
Identify
the
record
to
be
withdrawn;
and
(3)
If
signed
by
fewer
than
all
the
persons
that
signed
the
record
be-
ing
withdrawn,
state
that
the
record
is
withdrawn
in
accordance
with
the
agreement
of
all
the
persons
that
signed
the
record.
(c)
On
filing
by
the
secretary
of
state
of
a
statement
of
withdrawal,
the
action
or
transaction
evidenced
by
the
original
filed
record
does
not
take
effect.

8
[30
-
21
-
204,
added
2015,
ch.
243,
sec.
8,
p.
764.]
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
transmission
of
the
record
to
the
secretary
of
state
was
defective.
(b)
To
correct
a
filed
record,
a
person
on
whose
behalf
the
record
was
delivered
to
the
secretary
of
state
must
deliver
to
the
secretary
of
state
for
filing
a
statement
of
correction.
(c)
A
statement
of
correction:
(1)
May
not
state
a
delayed
effective
date;
(2)
Must
be
signed
by
the
person
correcting
the
filed
record;
(3)
Must
identify
the
filed
record
to
be
corrected;
(4)
Must
specify
the
inaccuracy
or
defect
to
be
corrected;
and
(5)
Must
correct
the
inaccuracy
or
defect.
(d)
A
statement
of
correction
is
effective
as
of
the
effective
date
of
the
filed
record
that
it
corrects
except
as
to
persons
relying
on
the
uncor-
rected
filed
record
and
adversely
affected
by
the
correction.
As
to
those
persons,
the
statement
of
correction
is
effective
when
filed.
[30
-
21
-
205,
added
2015,
ch.
243,
sec.
8,
p.
764.]
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
secre-
tary
of
state
under
this
section
is
ministerial.
(b)
When
the
secretary
of
state
files
an
entity
filing,
the
secretary
of
state
shall
record
it
as
filed
on
the
date
and
at
the
time
of
its
delivery.
After
filing
an
entity
filing,
the
secretary
of
state
shall
deliver
to
the
person
that
submitted
the
filing
a
copy
of
the
filing
with
an
acknowledgment
of
the
date
and
time
of
filing.
(c)
If
the
secretary
of
state
refuses
to
file
an
entity
filing,
the
sec-
retary
of
state,
not
later
than
five
(5)
business
days
after
the
filing
is
delivered,
shall:
(1)
Return
the
entity
filing
or
notify
the
person
that
submitted
the
filing
of
the
refusal;
and
(2)
Provide
a
brief
explanation
in
a
record
of
the
reason
for
the
re-
fusal.
(d)
If
the
secretary
of
state
refuses
to
file
an
entity
filing,
the
per-
son
that
submitted
the
filing
may
petition
the
district
court
to
compel
its
filing.
The
filing
and
the
explanation
of
the
secretary
of
state
of
the
re-
fusal
to
file
must
be
attached
to
the
petition.
The
court
may
decide
the
mat-
ter
in
a
summary
proceeding.
(e)
The
filing
of
or
refusal
to
file
an
entity
filing
does
not:
(1)
Affect
the
validity
or
invalidity
of
the
filing
in
whole
or
in
part;
or
(2)
Create
a
presumption
that
the
information
contained
in
the
filing
is
correct
or
incorrect.
[30
-
21
-
206,
added
2015,
ch.
243,
sec.
8,
p.
764.]

9
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
conclu-
sive
evidence
that
the
copy
is
an
accurate
representation
of
the
original
record
on
file
with
the
secretary
of
state.
[30
-
21
-
207,
added
2015,
ch.
243,
sec.
8,
p.
765.]
30
-
21
-
208.
CERTIFICATE
OF
GOOD
STANDING
OR
REGISTRATION.
(a)
On
re-
quest
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
subsection
(a)
of
this
section
must
state:
(1)
The
domestic
filing
entity's
name
or
the
registered
foreign
en-
tity's
name
used
in
this
state;
(2)
In
the
case
of
a
domestic
filing
entity:
(A)
That
its
public
organic
record
has
been
filed
and
has
taken
effect;
(B)
The
date
the
public
organic
record
became
effective;
(C)
That
the
records
of
the
secretary
of
state
do
not
reflect
that
the
entity
has
been
dissolved;
(3)
In
the
case
of
a
registered
foreign
entity,
that
it
is
registered
to
do
business
in
this
state.
(c)
Subject
to
any
qualification
stated
in
the
certificate,
a
certifi-
cate
issued
by
the
secretary
of
state
under
subsection
(a)
of
this
section
may
be
relied
upon
as
conclusive
evidence
of
the
facts
stated
in
the
certifi-
cate.
[30
-
21
-
208,
added
2015,
ch.
243,
sec.
8,
p.
765.]
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
fil-
ing
are
true
in
all
material
respects.
(b)
A
record
filed
under
this
act
may
be
signed
by
an
agent.
Whenever
this
act
requires
a
particular
individual
to
sign
an
entity
filing
and
the
individual
is
deceased
or
incompetent,
the
filing
may
be
signed
by
a
legal
representative
of
the
individual.
(c)
A
person
that
signs
a
record
as
an
agent
or
legal
representative
af-
firms
as
a
fact
that
the
person
is
authorized
to
sign
the
record.
[30
-
21
-
209,
added
2015,
ch.
243,
sec.
8,
p.
765.]
30
-
21
-
210.
SIGNING
AND
FILING
PURSUANT
TO
JUDICIAL
ORDER.
(a)
If
a
per-
son
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
person
to
sign
the
record;
(2)
The
person
to
deliver
the
record
to
the
secretary
of
state
for
fil-
ing;
or
(3)
The
secretary
of
state
to
file
the
record
unsigned.
(b)
If
the
petitioner
under
subsection
(a)
of
this
section
is
not
the
entity
to
which
the
record
pertains,
the
petitioner
shall
make
the
entity
a
party
to
the
action.
(c)
A
record
filed
under
subsection
(a)(3)
of
this
section
is
effective
without
being
signed.

10
[30
-
21
-
210,
added
2015,
ch.
243,
sec.
8,
p.
766.]
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
damages
for
the
loss
from
a
person
that
signed
the
record
or
caused
another
to
sign
it
on
the
person's
behalf
and
knew
at
the
time
the
record
was
signed
that
the
information
was
inaccurate.
[30
-
21
-
211,
added
2015,
ch.
243,
sec.
8,
p.
766.]
30
-
21
-
212.
DELIVERY
BY
SECRETARY
OF
STATE.
Except
as
otherwise
pro-
vided
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
filing;
(2)
To
the
principal
office
address
of
the
person;
(3)
By
means
of
electronic
transmission,
pursuant
to
the
uniform
elec-
tronic
transactions
act,
chapter
50,
title
28
,
Idaho
Code;
(4)
To
another
address
the
person
provides
to
the
secretary
of
state
for
delivery;
or
(5)
To
the
address
of
the
person's
registered
agent.
[30
-
21
-
212,
added
2015,
ch.
243,
sec.
8,
p.
766;
am.
2017,
ch.
144,
sec.
1,
p.
340.]
30
-
21
-
213.
ANNUAL
REPORT
FOR
SECRETARY
OF
STATE.
(a)
A
domestic
filing
entity,
domestic
limited
liability
partnership,
or
registered
foreign
en-
tity
shall
deliver
to
the
secretary
of
state
for
filing
an
annual
report
that
states:
(1)
The
name
of
the
entity
and
its
jurisdiction
of
formation;
(2)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code;
(3)
The
street
and
mailing
addresses
of
the
entity's
principal
office;
and
(4)
The
name
of
at
least
one
(1)
governor.
(b)
Information
in
an
annual
report
must
be
current
as
of
the
date
the
report
is
signed
by
the
entity.
(c)
The
annual
report
must
be
delivered
to
the
secretary
of
state
for
filing
each
year
before
the
end
of
the
month
during
which
the
public
organic
record
of
a
domestic
filing
entity
became
effective,
the
statement
of
quali-
fication
of
a
domestic
limited
liability
partnership
became
effective,
or
a
foreign
filing
entity
registered
to
do
business
in
this
state.
Beginning
one
(1)
year
after
the
public
organic
record
of
a
domestic
filing
entity
became
effective,
the
statement
of
qualification
of
a
domestic
limited
liability
partnership
became
effective,
or
a
foreign
filing
entity
registered
to
do
business
in
this
state,
and
each
year
thereafter,
the
annual
report
must
be
received
in
the
office
of
the
secretary
of
state
not
later
than
the
close
of
business
on
the
final
day
of
the
applicable
month.
If
the
secretary
of
state
finds
that
such
report
conforms
to
the
requirements
of
this
chapter,
he
shall
file
the
same.
(d)
If
an
annual
report
does
not
contain
the
information
required
by
this
section,
the
secretary
of
state
shall
promptly
notify
the
reporting
en-
tity
in
a
record
and
return
the
report
for
correction.

11
(e)
If
an
annual
report
contains
the
name
or
address
of
a
registered
agent
that
differs
from
the
information
shown
in
the
records
of
the
secretary
of
state
immediately
before
the
report
becomes
effective,
the
differing
in-
formation
is
considered
a
statement
of
change
under
section
30
-
21
-
407
,
Idaho
Code.
[30
-
21
-
213,
added
2015,
ch.
243,
sec.
8,
p.
766.]
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
following
fees
when
an
en-
tity
filing
is
delivered
for
filing:
(1)
Statement
of
merger
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(2)
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(3)
Statement
of
interest
exchange
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(4)
Statement
of
abandonment
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(5)
Statement
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(6)
Statement
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(7)
Annual
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(8)
Articles
of
incorporation
of
a
business
corporation
.
.
.
.
.
.
$100.00
(9)
Articles
of
incorporation
of
a
nonprofit
corporation
.
.
.
.
.
.
$30.00
(10)
Statement
of
qualification
of
a
limited
liability
partnership
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100.00
(11)
Certificate
of
amendment
to
certificate
of
assumed
business
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$10.00
(12)
Certificate
of
amendment
to
certificate
of
assumed
business
name
with
only
an
address
change
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(13)
Certificate
of
assumed
business
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$25.00
(14)
Certificate
of
cancellation
of
a
certificate
of
assumed
business
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(15)
Certificate
of
limited
partnership
of
a
limited
partnership
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100.00
(16)
Certificate
of
organization
of
a
limited
liability
company
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100.00
(17)
Other
public
organic
documents
or
a
statement
not
otherwise
speci-
fied
herein
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(18)
Commercial
registered
agent
listing
statement
.
.
.
.
.
.
.
.
.
.
$100.00
(19)
Commercial
registered
agent
termination
statement
.
.
.
.
.
.
.
$20.00
(20)
Commercial
registered
agent
statement
of
change
.
.
.
.
.
.
.
.
.
$30.00
(21)
Registered
agent
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(22)
Statement
designating
a
registered
agent
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$20.00
(23)
Foreign
entity
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100.00
(24)
Amendment
of
foreign
entity
registration
statement
.
.
.
.
.
.
$30.00
(25)
Statement
of
withdrawal
of
foreign
entity
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$20.00
(26)
Statement
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(27)
Application
for
reinstatement
following
administrative
dissolu-
tion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(28)
Statement
of
dissolution
of
a
limited
liability
company
.
.
.
No
fee
(29)
Statement
of
partnership
authority
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100.00
(30)
Certificate
of
existence
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$10.00
(31)
Application
for
use
of
deceptively
similar
name
.
.
.
.
.
.
.
.
.
.
$20.00

12
(32)
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$20.00
(33)
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$20.00
(34)
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$60.00
(35)
Application
for
renewal
of
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$60.00
(36)
Amendment
of
articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(37)
Restatement
of
articles
of
incorporation
with
amendment
of
arti-
cles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(38)
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(39)
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$30.00
(40)
Certificate
of
administrative
action
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$10.00
(41)
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(42)
Statement
of
termination
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
(c)
The
withdrawal
under
section
30
-
21
-
204
,
Idaho
Code,
of
a
filed
record
before
it
is
effective
or
the
correction
of
a
filed
record
under
section
30
-
21
-
205
,
Idaho
Code,
does
not
entitle
the
person
on
whose
behalf
the
record
was
filed
to
a
refund
of
the
filing
fee.
(d)
The
secretary
of
state
shall
collect
a
surcharge
of
forty
dollars
($40.00)
for
providing
evidence
of
filing
an
entity
filing
within
eight
(8)
working
hours
after
the
entity
filing
is
delivered,
either
in
person
or
elec-
tronically,
for
filing.
(e)
The
secretary
of
state
shall
collect
a
surcharge
of
one
hundred
dol-
lars
($100)
for
providing
evidence
of
filing
an
entity
filing
that
is
sub-
mitted
to
the
secretary
of
state
before
1:00
p.m.
mountain
time
and
that
re-
quests
expedited
service
within
the
same
working
day
that
the
filing
is
sub-
mitted.
(f)
The
secretary
of
state
shall
collect
a
surcharge
of
twenty
dollars
($20.00)
for
filing
any
form
that
is
not
generated
by
the
secretary
of
state's
electronic
filing
system
and
that
requires
manual
data
entry;
pro-
vided,
however,
that
no
surcharge
for
manual
data
entry
shall
be
collected
under
this
subsection
for
any
form
that
is
not
available
for
online
filing
by
the
secretary
of
state's
electronic
filing
system.
[30
-
21
-
214,
added
2015,
ch.
243,
sec.
8,
p.
767;
am.
2017,
ch.
34,
sec.
1,
p.
54;
am.
2018,
ch.
25,
sec.
1,
p.
45;
am.
2019,
ch.
204,
sec.
1,
p.
623.]
PART
3
NAME
OF
ENTITY
30
-
21
-
301.
PERMITTED
NAMES.
(a)
Except
as
otherwise
provided
in
sub-
section
(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
distinguishable
on
the
records
of
the
secretary
of
state
from
any:
(1)
Name
of
an
existing
domestic
filing
entity
which
at
the
time
is
not
administratively
dissolved
for
more
than
six
(6)
months;
(2)
Name
of
a
limited
liability
partnership
whose
statement
of
qualifi-
cation
is
in
effect;
(3)
Name
under
which
a
foreign
entity
registered
to
do
business
in
this
state
under
part
5
of
this
chapter;
(4)
Name
reserved
under
section
30
-
21
-
303
,
Idaho
Code;
or
(5)
Name
registered
under
section
30
-
21
-
304
,
Idaho
Code.
(b)
If
an
entity
consents
in
a
record
to
the
use
of
its
name
and
submits
an
undertaking
in
a
form
satisfactory
to
the
secretary
of
state
to
change
its

13
name
to
a
name
that
is
distinguishable
on
the
records
of
the
secretary
of
state
from
any
name
in
any
category
of
names
in
subsection
(a)
of
this
sec-
tion,
the
name
of
the
consenting
entity
may
be
used
by
the
person
to
which
the
consent
was
given.
(c)
Except
as
otherwise
provided
in
subsection
(d)
of
this
section,
in
determining
whether
a
name
is
the
same
as
or
not
distinguishable
on
the
records
of
the
secretary
of
state
from
the
name
of
another
entity,
words,
phrases,
or
abbreviations
indicating
the
type
of
entity,
such
as
"corpora-
tion,"
"corp.,"
"incorporated,"
"Inc.,"
"professional
corporation,"
"PC,"
"P.C.,"
"professional
association,"
"PA,"
"P.A.,"
"Limited,"
"Ltd.,"
"lim-
ited
partnership,"
"LP,"
"L.P.,"
"limited
liability
partnership,"
"LLP,"
"L.L.P.,"
"registered
limited
liability
partnership,"
"RLLP,"
"R.L.L.P.,"
"limited
liability
limited
partnership,"
"LLLP,"
"L.L.L.P.,"
"registered
limited
liability
limited
partnership,"
"RLLLP,"
"R.L.L.L.P.,"
"limited
liability
company,"
"LLC"
or
"L.L.C."
may
not
be
taken
into
account.
(d)
An
entity
may
consent
in
a
record
to
the
use
of
a
name
that
is
not
distinguishable
on
the
records
of
the
secretary
of
state
from
its
name
except
for
the
addition
of
a
word,
phrase,
or
abbreviation
indicating
the
type
of
entity
or
as
provided
in
subsection
(c)
of
this
section.
In
such
a
case,
the
entity
need
not
change
its
name
pursuant
to
subsection
(b)
of
this
section.
(e)
An
entity
name
may
not
contain
language
falsely
stating
or
implying
government
affiliation
or
stating
or
implying
that
the
entity
is
organized
for
a
purpose
other
than
that
permitted
by
this
act.
(f)
An
entity
may
use
a
name
that
is
not
distinguishable
from
a
name
de-
scribed
in
subsection
(a)(1)
through
(5)
of
this
section
if
the
entity
de-
livers
to
the
secretary
of
state
a
certified
copy
of
a
final
judgment
of
a
court
of
competent
jurisdiction
establishing
the
right
of
the
entity
to
use
the
name
in
this
state.
(g)
Nothing
in
this
section
shall
abrogate
or
limit
the
law
as
to
unfair
competition
or
unfair
practice
in
the
use
of
trade
names,
nor
derogate
from
the
common
law,
the
principles
of
equity,
or
the
statutes
of
this
state
or
of
the
United
States
with
respect
to
the
right
to
acquire
and
protect
trade
names.
(h)
The
use
of
a
name
in
violation
of
this
part
shall
not
affect
or
viti-
ate
the
entity
existence,
but
the
courts
of
this
state,
having
equity
juris-
diction,
may,
upon
the
application
of
the
state,
or
of
any
person
interested
or
affected,
enjoin
such
entity
in
violation
from
doing
business
under
any
name
assumed
in
violation
of
this
part.
[30
-
21
-
301,
added
2015,
ch.
243,
sec.
9,
p.
768.]
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
another
language;
provided
however,
that
if
the
word
"company"
or
its
abbreviation
is
used
it
shall
not
be
immediately
preceded
by
the
word
"and"
or
by
an
abbreviation
of
or
symbol
representing
the
word
"and."
If
the
business
corporation
is
a
professional
entity,
the
name
may
alternatively
contain
the
word
"chartered,"
"professional
association,"
or
"professional
corporation,"
or
the
abbreviation
"P.A.,"
"P.C.,"
or
"CHTD"
or
words
or
abbreviations
of
similar
import
in
another
language.
(b)
The
name
of
a
limited
partnership
may
contain
the
name
of
any
part-
ner.
The
name
of
a
limited
partnership
that
is
not
a
limited
liability
lim-

14
ited
partnership
must
contain
the
phrase
"limited
partnership"
or
the
abbre-
viation
"L.P."
or
"LP"
and
may
not
contain
the
phrase
"limited
liability
lim-
ited
partnership"
or
"registered
limited
liability
limited
partnership"
or
the
abbreviation
"L.L.L.P.,"
"LLLP,"
"R.L.L.L.P.,"
or
"RLLLP."
If
the
lim-
ited
partnership
is
a
limited
liability
limited
partnership,
the
name
must
contain
the
phrase
"limited
liability
limited
partnership"
or
the
abbrevi-
ation
"L.L.L.P.,"
"LLLP,"
"R.L.L.L.P.,"
or
"RLLLP"
and
may
not
contain
the
abbreviation
"L.P."
or
"LP."
If
the
limited
partnership
is
a
professional
entity,
the
name
may
include
the
word
"professional"
before
the
word
"lim-
ited"
or
the
letter
"P"
at
the
beginning
of
any
of
the
permitted
abbrevia-
tions.
(c)
The
name
of
a
limited
liability
partnership
must
contain
the
words
"limited
liability
partnership"
or
"registered
limited
liability
partner-
ship"
or
the
abbreviation
"L.L.P.,"
"R.L.L.P.,"
"LLP,"
or
"RLLP."
If
the
limited
liability
partnership
is
a
professional
entity,
the
name
may
include
the
word
"professional"
before
the
word
"limited"
or
the
letter
"P"
at
the
beginning
of
any
of
the
permitted
abbreviations.
(d)
The
name
of
a
limited
liability
company
must
contain
the
phrase
"limited
liability
company"
or
"limited
company"
or
the
abbreviation
"L.L.C.,"
"LLC,"
"L.C.,"
or
"LC."
"Limited"
may
be
abbreviated
as
"Ltd.,"
and
"company"
may
be
abbreviated
as
"Co."
If
the
limited
liability
company
is
a
professional
entity,
the
name
may
include
the
word
"professional"
before
the
word
"limited"
or
the
letter
"P"
at
the
beginning
of
any
of
the
permitted
abbreviations.
(e)
The
name
of
a
limited
cooperative
association
must
contain
the
words
"limited
cooperative
association"
or
"limited
cooperative"
or
the
abbreviation
"L.C.A."
or
"LCA."
"Limited"
may
be
abbreviated
as
"Ltd."
"Cooperative"
may
be
abbreviated
as
"Co
-
op.,"
"Coop.,"
"Co
op,"
or
"Coop."
"Association"
may
be
abbreviated
as
"Assoc.,"
"Assoc,"
"Assn.,"
or
"Assn."
(f)
The
name
of
a
statutory
trust
may
contain
the
words
"company,"
"as-
sociation,"
"club,"
"foundation,"
"fund,"
"institute,"
"society,"
"union,"
"syndicate,"
"limited,"
or
"trust,"
or
words
or
abbreviations
of
similar
im-
port,
and
may
contain
the
name
of
a
beneficial
owner,
a
trustee,
or
any
other
person.
[30
-
21
-
302,
added
2015,
ch.
243,
sec.
9,
p.
769.]
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
finds
that
the
entity
name
is
available,
the
secretary
of
state
shall
reserve
the
name
for
the
ap-
plicant's
exclusive
use
for
one
hundred
twenty
(120)
days.
(b)
The
owner
of
a
reserved
entity
name
may
transfer
the
reservation
to
another
person
by
delivering
to
the
secretary
of
state
a
signed
notice
in
a
record
of
the
transfer
that
states
the
name
and
address
of
the
transferee.
[30
-
21
-
303,
added
2015,
ch.
243,
sec.
9,
p.
770.]
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
name
is
distin-

15
guishable
on
the
records
of
the
secretary
of
state
from
the
names
that
are
not
available
under
section
30
-
21
-
301
,
Idaho
Code.
(b)
To
register
its
name
or
an
alternate
name
adopted
pursuant
to
sec-
tion
30
-
21
-
506
,
Idaho
Code,
a
foreign
filing
entity
or
foreign
limited
lia-
bility
partnership
must
deliver
to
the
secretary
of
state
for
filing
an
ap-
plication
stating
the
entity's
name,
the
jurisdiction
and
date
of
its
for-
mation,
and
any
alternate
name
adopted
pursuant
to
section
30
-
21
-
506
,
Idaho
Code.
If
the
secretary
of
state
finds
that
the
name
applied
for
is
available,
the
secretary
of
state
shall
register
the
name
for
the
applicant's
exclusive
use.
(c)
The
registration
of
a
name
under
this
section
is
effective
for
one
(1)
year
after
the
date
of
registration.
(d)
A
foreign
filing
entity
or
foreign
limited
liability
partnership
whose
name
registration
is
effective
may
renew
the
registration
for
succes-
sive
one
(1)
year
periods
by
delivering,
not
earlier
than
three
(3)
months
before
the
expiration
of
the
registration,
to
the
secretary
of
state
for
fil-
ing
a
renewal
application
that
complies
with
this
section.
When
filed,
the
renewal
application
renews
the
registration
for
a
succeeding
one
(1)
year
period.
(e)
A
foreign
filing
entity
or
foreign
limited
liability
partnership
whose
name
registration
is
effective
may
register
as
a
foreign
filing
entity
or
foreign
limited
liability
partnership
under
the
registered
name
or
con-
sent
in
a
signed
record
to
the
use
of
that
name
by
another
entity.
[30
-
21
-
304,
added
2015,
ch.
243,
sec.
9,
p.
770.]
PART
4
REGISTERED
AGENT
OF
ENTITY
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
Non-
profit
Association
Act";
or
(B)
Section
30
-
21
-
411
,
Idaho
Code,
by
a
nonregistered
foreign
entity
or
domestic
nonfiling
entity.
(2)
"Registered
agent
filing"
means:
(A)
The
public
organic
record
of
a
domestic
filing
entity;
(B)
A
statement
of
qualification
of
a
domestic
limited
liability
part-
nership;
(C)
A
registration
statement
filed
pursuant
to
section
30
-
21
-
503
,
Idaho
Code;
or
(D)
A
designation
of
agent.
(3)
"Represented
entity"
means:
(A)
A
domestic
filing
entity;
(B)
A
domestic
limited
liability
partnership;
(C)
A
registered
foreign
entity;
(D)
A
domestic
or
foreign
unincorporated
nonprofit
association
for
which
a
designation
of
agent
is
in
effect;
(E)
A
domestic
nonfiling
entity
for
which
a
designation
of
agent
is
in
effect;
or
(F)
A
nonregistered
foreign
entity
for
which
a
designation
of
agent
is
in
effect.

16
[30
-
21
-
401,
added
2015,
ch.
243,
sec.
10,
p.
771.]
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
-
402,
added
2015,
ch.
243,
sec.
10,
p.
771.]
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-
scribed
in
subsection
(1)
of
this
section.
[30
-
21
-
403,
added
2015,
ch.
243,
sec.
10,
p.
771.]
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
the
entity's
noncommercial
registered
agent;
or
(B)
The
title
of
an
office
or
other
position
with
the
entity,
if
service
of
process,
notices,
and
demands
are
to
be
sent
to
whichever
individual
is
holding
that
office
or
position,
and
the
address
to
which
process,
notices
or
demands
are
to
be
sent.
(b)
The
designation
of
a
registered
agent
pursuant
to
subsection
(a)(1)
or
(2)(A)
of
this
section
is
an
affirmation
of
fact
by
the
represented
entity
that
the
agent
has
consented
to
serve.
(c)
The
secretary
of
state
shall
make
available
in
a
record
as
soon
as
practicable
a
daily
list
of
filings
that
contain
the
name
of
a
registered
agent.
The
list
must:
(1)
Be
available
for
at
least
fourteen
(14)
calendar
days;
(2)
List
in
alphabetical
order
the
names
of
the
registered
agents;
and
(3)
State
the
type
of
filing
and
name
of
the
represented
entity
making
the
filing.
[30
-
21
-
404,
added
2015,
ch.
243,
sec.
10,
p.
771.]
30
-
21
-
405.
LISTING
OF
COMMERCIAL
REGISTERED
AGENT.
(a)
A
person
may
be-
come
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
or
the
name
of
the
entity,
type
of
entity,
and
jurisdiction
of
formation
of
the
entity;
(2)
That
the
person
is
in
the
business
of
serving
as
a
commercial
regis-
tered
agent
in
this
state;
and
(3)
The
address
of
a
place
of
business
of
the
person
in
this
state
to
which
service
of
process,
notices,
and
demands
being
served
on
or
sent
to
entities
represented
by
the
person
may
be
delivered.

17
(b)
A
commercial
registered
agent
listing
statement
may
include
the
in-
formation
regarding
acceptance
by
the
agent
of
service
of
process,
notices,
and
demands
in
a
form
other
than
a
written
record
as
provided
in
section
30
-
21
-
412
(d),
Idaho
Code.
(c)
If
the
name
of
a
person
delivering
to
the
secretary
of
state
for
fil-
ing
a
commercial
registered
agent
listing
statement
is
not
distinguishable
on
the
records
of
the
secretary
of
state
from
the
name
of
another
commercial
registered
agent
listed
under
this
section,
the
person
shall
adopt
a
fic-
titious
name
that
is
distinguishable
and
use
that
name
in
its
statement
and
when
it
does
business
in
this
state
as
a
commercial
registered
agent.
(d)
The
secretary
of
state
shall
note
the
filing
of
a
commercial
regis-
tered
agent
listing
statement
in
the
index
of
filings
maintained
by
the
sec-
retary
of
state
for
each
entity
represented
by
the
agent
at
the
time
of
the
filing.
The
statement
has
the
effect
of
amending
the
registered
agent
filing
for
each
of
those
entities
to:
(1)
Designate
the
person
becoming
listed
as
a
commercial
registered
agent
as
the
commercial
registered
agent
of
each
of
those
entities;
and
(2)
Delete
the
name
and
address
of
the
former
agent
from
the
registered
agent
filing
of
each
of
those
entities.
[30
-
21
-
405,
added
2015,
ch.
243,
sec.
10,
p.
772.]
30
-
21
-
406.
TERMINATION
OF
LISTING
OF
COMMERCIAL
REGISTERED
AGENT.
(a)
A
commercial
registered
agent
may
terminate
its
listing
as
a
commercial
reg-
istered
agent
by
delivering
to
the
secretary
of
state
for
filing
a
commercial
registered
agent
termination
statement
signed
by
the
agent
that
states:
(1)
The
name
of
the
agent
as
listed
under
section
30
-
21
-
405
,
Idaho
Code;
and
(2)
That
the
agent
is
no
longer
in
the
business
of
serving
as
a
commer-
cial
registered
agent
in
this
state.
(b)
A
commercial
registered
agent
termination
statement
takes
effect
at
12:01
a.m.
on
the
thirty
-
first
day
after
the
day
on
which
it
is
filed
by
the
secretary
of
state.
(c)
The
commercial
registered
agent
promptly
shall
furnish
each
entity
represented
by
the
agent
notice
in
a
record
of
the
filing
of
the
commercial
registered
agent
termination
statement.
(d)
When
a
commercial
registered
agent
termination
statement
takes
effect,
the
commercial
registered
agent
ceases
to
be
the
registered
agent
for
each
entity
formerly
represented
by
it.
Until
an
entity
formerly
represented
by
a
terminated
commercial
registered
agent
designates
a
new
registered
agent,
service
of
process
may
be
made
on
the
entity
pursuant
to
section
30
-
21
-
412
,
Idaho
Code.
Termination
of
the
listing
of
a
commercial
registered
agent
under
this
section
does
not
affect
any
contractual
rights
a
represented
entity
has
against
the
agent
or
that
the
agent
has
against
the
entity.
[30
-
21
-
406,
added
2015,
ch.
243,
sec.
10,
p.
772.]
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
entity;
and

18
(2)
The
information
that
is
to
be
in
effect
as
a
result
of
the
filing
of
the
statement
of
change.
(b)
The
interest
holders
or
governors
of
a
domestic
entity
need
not
ap-
prove
the
filing
of:
(1)
A
statement
of
change
under
this
section;
or
(2)
A
similar
filing
changing
the
registered
agent
or
registered
of-
fice,
if
any,
of
the
entity
in
any
other
jurisdiction.
(c)
A
statement
of
change
under
this
section
designating
a
new
reg-
istered
agent
is
an
affirmation
of
fact
by
the
represented
entity
that
the
agent
has
consented
to
serve.
(d)
As
an
alternative
to
using
the
procedure
in
this
section,
a
repre-
sented
entity
may
change
the
information
on
file
under
section
30
-
21
-
404
(a),
Idaho
Code,
by
amending
its
most
recent
registered
agent
filing
in
a
manner
provided
by
the
law
of
this
state
other
than
this
act
for
amending
the
filing.
[30
-
21
-
407,
added
2015,
ch.
243,
sec.
10,
p.
773.]
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
for
filing,
with
respect
to
each
entity
represented
by
the
agent,
a
statement
of
change
signed
by
the
agent
which
states:
(1)
The
name
of
the
entity;
(2)
The
name
and
address
of
the
agent
in
effect
with
respect
to
the
en-
tity;
(3)
If
the
name
of
the
agent
has
changed,
the
new
name;
(4)
If
the
address
of
the
agent
has
changed,
the
new
address;
and
(b)
A
noncommercial
registered
agent
promptly
shall
furnish
the
rep-
resented
entity
with
notice
in
a
record
of
the
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
change
and
the
changes
made
in
the
state-
ment.
[30
-
21
-
408,
added
2015,
ch.
243,
sec.
10,
p.
773.]
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
formation,
the
agent
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
change
signed
by
the
agent
which
states:
(1)
The
name
of
the
agent
as
listed
under
section
30
-
21
-
405
(a),
Idaho
Code;
(2)
If
the
name
of
the
agent
has
changed,
the
new
name;
(3)
If
the
address
of
the
agent
has
changed,
the
new
address;
and
(4)
If
the
agent
is
an
entity:
(i)
If
the
type
of
entity
of
the
agent
has
changed,
the
new
type
of
entity;
and
(ii)
If
the
jurisdiction
of
formation
of
the
agent
has
changed,
the
new
jurisdiction
of
formation.
(b)
The
filing
by
the
secretary
of
state
of
a
statement
of
change
un-
der
subsection
(a)
of
this
section
is
effective
to
change
the
information
re-
garding
the
agent
with
respect
to
each
entity
represented
by
the
agent.

19
(c)
A
commercial
registered
agent
shall
promptly
furnish
to
each
entity
represented
by
it
a
notice
in
a
record
of
the
filing
by
the
secretary
of
state
of
a
statement
of
change
relating
to
the
name
or
address
of
the
agent
and
the
changes
made
in
the
statement.
(d)
If
a
commercial
registered
agent
changes
its
address
without
deliv-
ering
for
filing
a
statement
of
change
as
required
by
this
section,
the
sec-
retary
of
state
may
cancel
the
listing
of
the
agent
under
section
30
-
21
-
405
,
Idaho
Code.
A
cancellation
under
this
subsection
has
the
same
effect
as
a
termination
under
section
30
-
21
-
406
,
Idaho
Code.
Promptly
after
canceling
the
listing
of
an
agent,
the
secretary
of
state
shall
serve
notice
in
a
record
in
the
manner
provided
in
section
30
-
21
-
412
(b)
or
(c),
Idaho
Code,
on:
(1)
Each
entity
represented
by
the
agent,
stating
that
the
agent
has
ceased
to
be
the
registered
agent
for
the
entity
and
that,
until
the
en-
tity
designates
a
new
registered
agent,
service
of
process
may
be
made
on
the
entity
as
provided
in
section
30
-
21
-
412
,
Idaho
Code;
and
(2)
The
agent
stating
that
the
listing
of
the
agent
has
been
canceled
under
this
section.
[30
-
21
-
409,
added
2015,
ch.
243,
sec.
10,
p.
773.]
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;
(3)
That
the
agent
resigns
from
serving
as
registered
agent
for
the
en-
tity;
and
(4)
The
address
of
the
entity
to
which
the
agent
will
send
the
notice
required
by
subsection
(c)
of
this
section.
(b)
A
statement
of
resignation
takes
effect
on
the
earlier
of:
(1)
12:01
a.m.
on
the
thirty
-
first
day
after
the
day
on
which
it
is
filed
by
the
secretary
of
state;
or
(2)
The
designation
of
a
new
registered
agent
for
the
represented
en-
tity.
(c)
A
registered
agent
shall
promptly
furnish
to
the
represented
entity
notice
in
a
record
of
the
date
on
which
a
statement
of
resignation
was
filed.
(d)
When
a
statement
of
resignation
takes
effect,
the
person
that
re-
signed
ceases
to
have
responsibility
under
this
part
for
any
matter
there-
after
tendered
to
it
as
agent
for
the
represented
entity.
The
resignation
does
not
affect
any
contractual
rights
the
entity
has
against
the
agent
or
that
the
agent
has
against
the
entity.
(e)
A
registered
agent
may
resign
with
respect
to
a
represented
entity
whether
or
not
the
entity
is
in
good
standing.
[30
-
21
-
410,
added
2015,
ch.
243,
sec.
10,
p.
774.]
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
entity
that
states:
(1)
The
name,
type
of
entity,
and
jurisdiction
of
formation
of
the
en-
tity;
and
(2)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code.

20
(b)
A
statement
under
subsection
(a)
of
this
section
is
effective
for
five
(5)
years
after
the
date
of
filing
unless
canceled
or
terminated
ear-
lier.
(c)
A
statement
under
subsection
(a)
of
this
section
must
be
signed
by
a
person
authorized
to
manage
the
affairs
of
the
nonregistered
foreign
entity
or
domestic
nonfiling
entity.
The
signing
of
the
statement
is
an
affirmation
of
fact
that
the
person
is
authorized
to
manage
the
affairs
of
the
entity
and
that
the
agent
has
consented
to
serve.
(d)
Designation
of
a
registered
agent
under
subsection
(a)
of
this
sec-
tion
does
not
register
a
nonregistered
foreign
entity
to
do
business
in
this
state.
(e)
A
statement
under
subsection
(a)
of
this
section
may
not
be
rejected
for
filing
because
the
name
of
the
entity
signing
the
statement
is
not
dis-
tinguishable
on
the
records
of
the
secretary
of
state
from
the
name
of
an-
other
entity
appearing
on
those
records.
The
filing
of
such
a
statement
does
not
make
the
name
of
the
entity
signing
the
statement
unavailable
for
use
by
another
entity.
(f)
An
entity
that
delivers
to
the
secretary
of
state
for
filing
a
statement
under
subsection
(a)
of
this
section
designating
a
registered
agent
may
cancel
the
statement
by
delivering
to
the
secretary
of
state
for
filing
a
statement
of
cancellation
that
states
the
name
of
the
entity
and
that
the
entity
is
canceling
its
designation
of
a
registered
agent
in
this
state.
(g)
A
statement
under
subsection
(a)
of
this
section
for
a
nonregis-
tered
foreign
entity
terminates
on
the
date
the
entity
becomes
a
registered
foreign
entity.
[30
-
21
-
411,
added
2015,
ch.
243,
sec.
10,
p.
774.]
30
-
21
-
412.
SERVICE
OF
PROCESS,
NOTICE
OR
DEMAND
ON
ENTITY.
(a)
A
rep-
resented
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
agent
cannot
with
reasonable
diligence
be
served,
the
entity
may
be
served
by
registered
or
certified
mail,
return
receipt
requested,
or
by
similar
commercial
delivery
service,
addressed
to
the
entity
at
the
entity's
principal
office.
The
address
of
the
principal
office
of
a
domestic
filing
entity,
domestic
limited
liability
partnership,
or
registered
foreign
en-
tity
must
be
as
shown
in
the
entity's
most
recent
annual
report
filed
by
the
secretary
of
state.
Service
is
effected
under
this
subsection
on
the
earli-
est
of:
(1)
The
date
the
entity
receives
the
mail
or
delivery
by
the
commercial
delivery
service;
(2)
The
date
shown
on
the
return
receipt,
if
signed
by
the
entity;
or
(3)
Five
(5)
days
after
its
deposit
with
the
United
States
postal
ser-
vice
or
commercial
delivery
service,
if
correctly
addressed
and
with
sufficient
postage
or
payment.
(c)
If
process,
notice
or
demand
cannot
be
served
on
an
entity
pursuant
to
subsection
(a)
or
(b)
of
this
section,
service
may
be
made
by
handing
a
copy
to
the
individual
in
charge
of
any
regular
place
of
business
or
activity
of
the
entity
if
the
individual
served
is
not
a
plaintiff
in
the
action.
(d)
Service
of
process,
notice,
or
demand
on
a
registered
agent
must
be
in
a
written
record,
but
service
may
be
made
on
a
commercial
registered
agent

21
in
other
forms
and
subject
to
such
requirements
as
the
agent
has
stated
in
its
listing
under
section
30
-
21
-
405
,Idaho
Code,
that
it
will
accept.
(e)
Service
of
process,
notice
or
demand
may
be
made
by
other
means
un-
der
law
other
than
this
act.
[30
-
21
-
412,
added
2015,
ch.
243,
sec.
10,
p.
775.]
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
the
entity
which
is
served
on
or
received
by
the
agent;
(2)
To
provide
the
notices
required
by
this
act
to
the
entity
at
the
ad-
dress
most
recently
supplied
to
the
agent
by
the
entity;
(3)
If
the
agent
is
a
noncommercial
registered
agent,
to
keep
current
the
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code,
in
the
most
recent
registered
agent
filing
for
the
entity;
and
(4)
If
the
agent
is
a
commercial
registered
agent,
to
keep
current
the
information
listed
for
it
under
section
30
-
21
-
405
(a),Idaho
Code.
[30
-
21
-
413,
added
2015,
ch.
243,
sec.
10,
p.
775.]
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
per-
sonal
jurisdiction
over
the
represented
entity
in
this
state.
The
address
of
the
agent
does
not
determine
venue
in
an
action
or
a
proceeding
involving
the
entity.
[30
-
21
-
414,
added
2015,
ch.
243,
sec.
10,
p.
775.]
PART
5
FOREIGN
ENTITIES
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
of
a
series
of
a
limited
liability
company,
a
statu-
tory
trust,
or
any
other
unincorporated
entity.
(b)
A
foreign
entity
is
not
precluded
from
registering
to
do
business
in
this
state
because
of
any
difference
between
the
law
of
the
entity's
juris-
diction
of
formation
and
the
law
of
this
state.
(c)
Registration
of
a
foreign
entity
to
do
business
in
this
state
does
not
authorize
the
foreign
entity
to
engage
in
any
activities
or
affairs
or
exercise
any
power
that
the
domestic
entity
of
the
type
to
which
it
most
closely
corresponds
may
not
engage
in
or
exercise
in
this
state.
(d)
A
foreign
professional
entity
rendering
services
in
this
state
shall
be
subject
to
the
laws
of
this
state
and
the
code
of
ethics
or
profes-
sional
responsibility
that
are
applicable
to
the
profession
in
which
such
professional
entity
is
rendering
services
in
this
state.
[30
-
21
-
501,
added
2015,
ch.
243,
sec.
11,
p.
776.]

22
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
partnership
doing
business
in
this
state
may
not
maintain
an
action
or
proceeding
in
this
state
unless
it
is
registered
to
do
business
in
this
state.
(c)
The
failure
of
a
foreign
filing
entity
or
foreign
limited
liability
partnership
to
register
to
do
business
in
this
state
does
not
impair
the
va-
lidity
of
a
contract
or
act
of
the
foreign
filing
entity
or
foreign
limited
liability
partnership
or
preclude
it
from
defending
an
action
or
proceeding
in
this
state.
(d)
A
limitation
on
the
liability
of
a
series
of
foreign
unincorporated
entity
or
an
interest
holder
or
governor
of
a
foreign
filing
entity
or
of
a
partner
of
a
foreign
limited
liability
partnership
is
not
waived
solely
be-
cause
the
foreign
unincorporated
entity
or
any
series
thereof,
foreign
fil-
ing
entity
or
foreign
limited
liability
partnership
does
business
in
this
state
without
registering.
(e)
Section
30
-
21
-
501
(a)
and
(b),
Idaho
Code,
applies
even
if
a
foreign
entity
fails
to
register
under
this
chapter.
[30
-
21
-
502,
added
2015,
ch.
243,
sec.
11,
p.
776.]
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
and
state:
(1)
The
name
of
the
foreign
filing
entity
or
foreign
limited
liabil-
ity
partnership
and,
if
the
name
does
not
comply
with
section
30
-
21
-
301
,
Idaho
Code,
an
alternate
name
adopted
pursuant
to
section
30
-
21
-
506
(a),
Idaho
Code;
(2)
The
type
of
entity
and,
if
it
is
a
foreign
limited
partnership,
whether
it
is
a
foreign
limited
liability
limited
partnership;
(3)
The
entity's
jurisdiction
of
formation;
(4)
The
street
and
mailing
addresses
of
the
entity's
principal
office
and,
if
the
law
of
the
entity's
jurisdiction
of
formation
requires
the
entity
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mail-
ing
addresses
of
the
office;
(5)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code;
and
(6)
The
name
and
mailing
address
of
at
least
one
(1)
governor.
(b)
A
foreign
filing
entity
or
foreign
limited
liability
partnership
must
deliver
to
the
secretary
of
state
with
a
foreign
registration
statement
a
certificate
of
existence
or
a
record
of
similar
import
signed
by
the
secre-
tary
of
state
or
other
official
having
custody
of
the
entity's
public
organic
record
in
the
entity's
jurisdiction
of
formation.
[30
-
21
-
503,
added
2015,
ch.
243,
sec.
11,
p.
776.]
30
-
21
-
504.
AMENDMENT
OF
FOREIGN
REGISTRATION
STATEMENT.
(a)
A
regis-
tered
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;

23
(2)
The
type
of
entity,
including,
if
it
is
a
foreign
limited
partner-
ship,
whether
the
entity
became
or
ceased
to
be
a
foreign
limited
lia-
bility
limited
partnership;
(3)
The
entity's
jurisdiction
of
formation;
(4)
An
address
required
by
section
30
-
21
-
503
(4),
Idaho
Code;
or
(5)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code.
(b)
A
registered
foreign
entity
must
deliver
to
the
secretary
of
state
with
an
amendment
to
its
foreign
registration
statement
for
a
change
under
subsection
(a)(1),
(2)
or
(3)
of
this
section,
a
certificate
of
existence
or
a
record
of
similar
import
signed
by
the
secretary
of
state
or
other
official
having
custody
of
the
entity's
public
organic
record
in
the
entity's
juris-
diction
of
formation.
[30
-
21
-
504,
added
2015,
ch.
243,
sec.
11,
p.
777.]
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
settling
an
ac-
tion
or
proceeding;
(2)
Carrying
on
any
activity
concerning
its
internal
affairs,
includ-
ing
holding
meetings
of
its
interest
holders
or
governors;
(3)
Maintaining
accounts
in
financial
institutions;
(4)
Maintaining
offices
or
agencies
for
the
transfer,
exchange
and
reg-
istration
of
securities
of
the
entity
or
maintaining
trustees
or
depos-
itories
with
respect
to
those
securities;
(5)
Selling
through
independent
contractors;
(6)
Soliciting
or
obtaining
orders
by
any
means
if
the
orders
require
acceptance
outside
this
state
before
they
become
contracts;
(7)
Creating
or
acquiring
indebtedness,
mortgages
or
security
inter-
ests
in
property;
(8)
Securing
or
collecting
debts
or
enforcing
mortgages
or
security
interests
in
property
securing
the
debts,
and
holding,
protecting
or
maintaining
property
so
acquired;
(9)
Conducting
an
isolated
transaction
that
is
not
in
the
course
of
sim-
ilar
transactions;
(10)
Owning,
without
more,
property;
and
(11)
Doing
business
in
interstate
commerce.
(b)
A
person
does
not
do
business
in
this
state
solely
by
being
an
inter-
est
holder
or
governor
of
a
foreign
entity
that
does
business
in
this
state.
(c)
This
section
does
not
apply
in
determining
the
contacts
or
activ-
ities
that
may
subject
a
foreign
filing
entity
or
foreign
limited
liability
partnership
to
service
of
process,
taxation
or
regulation
under
the
law
of
this
state
other
than
this
act.
[30
-
21
-
505,
added
2015,
ch.
243,
sec.
11,
p.
777.]
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
reg-
ister
to
do
business
in
this
state
until
it
adopts,
for
the
purpose
of
doing
business
in
this
state,
an
alternate
name
that
complies
with
section
30
-
21
-
301
,
Idaho
Code.
A
foreign
entity
that
registers
under
an
alternate
name
un-
der
this
subsection
need
not
comply
with
this
state's
assumed
or
fictitious

24
name
statute.
After
registering
to
do
business
in
this
state
with
an
alter-
nate
name,
a
foreign
entity
shall
do
business
in
this
state
under:
(1)
The
alternate
name;
(2)
The
foreign
entity's
name
with
the
addition
of
its
jurisdiction
of
formation;
or
(3)
Name
the
foreign
entity
is
authorized
to
use
under
this
state's
as-
sumed
or
fictitious
name
statute.
(b)
If
a
registered
foreign
entity
changes
its
name
to
one
that
does
not
comply
with
section
30
-
21
-
301
,
Idaho
Code,
it
may
not
do
business
in
this
state
until
it
complies
with
subsection
(a)
of
this
section
by
amending
its
registration
to
adopt
an
alternate
name
that
complies
with
section
30
-
21
-
301
,
Idaho
Code.
[30
-
21
-
506,
added
2015,
ch.
243,
sec.
11,
p.
778.]
30
-
21
-
507.
WITHDRAWAL
OF
REGISTRATION
OF
REGISTERED
FOREIGN
EN-
TITY.
(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)
The
name
of
the
entity
and
its
jurisdiction
of
formation;
(2)
That
the
entity
is
not
doing
business
in
this
state
and
that
it
with-
draws
its
registration
to
do
business
in
this
state;
(3)
That
the
entity
revokes
the
authority
of
its
registered
agent
to
ac-
cept
service
on
its
behalf
in
this
state;
and
(4)
An
address
to
which
service
of
process
may
be
made
under
subsection
(b)
of
this
section.
(b)
After
the
withdrawal
of
the
registration
of
an
entity,
service
of
process
in
any
action
or
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
pursuant
to
section
30
-
21
-
412
,
Idaho
Code.
[30
-
21
-
507,
added
2015,
ch.
243,
sec.
11,
p.
778.]
30
-
21
-
508.
WITHDRAWAL
DEEMED
ON
CONVERSION
OR
DOMESTICATION
TO
DOMES-
TIC
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
deemed
to
have
with-
drawn
its
registration
on
the
effective
date
of
the
conversion
or
domestica-
tion.
[30
-
21
-
508,
added
2015,
ch.
243,
sec.
11,
p.
778.]
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
partnership
shall
deliver
a
statement
of
withdrawal
to
the
secretary
of
state
for
filing.
The
statement
must
be
signed
by
the
dissolved
or
converted
entity
and
state:
(1)
In
the
case
of
a
foreign
entity
that
has
completed
winding
up:
(A)
Its
name
and
jurisdiction
of
formation;
and
(B)
That
the
foreign
entity
surrenders
its
registration
to
do
business
in
this
state;
and
(2)
In
the
case
of
a
foreign
entity
that
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership:

25
(A)
The
name
of
the
converting
foreign
entity
and
its
jurisdiction
of
formation;
(B)
The
type
of
nonfiling
entity
to
which
it
has
converted
and
its
jurisdiction
of
formation;
(C)
That
it
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf;
and
(D)
A
mailing
address
to
which
service
of
process
may
be
made
under
subsection
(b)
of
this
section.
(b)
After
a
withdrawal
under
this
section
is
effective,
service
of
process
in
any
action
or
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
foreign
filing
entity
was
registered
to
do
business
in
this
state
may
be
made
pursuant
to
section
30
-
21
-
412
,
Idaho
Code.
[30
-
21
-
509,
added
2015,
ch.
243,
sec.
11,
p.
778.]
30
-
21
-
510.
TRANSFER
OF
REGISTRATION.
(a)
If
a
registered
foreign
en-
tity
merges
into
a
nonregistered
foreign
entity
or
converts
to
a
foreign
en-
tity
required
to
register
with
the
secretary
of
state
to
do
business
in
this
state,
the
foreign
entity
shall
deliver
to
the
secretary
of
state
for
filing
an
application
for
transfer
of
registration.
The
application
must
be
signed
by
the
surviving
or
converted
entity
and
state:
(1)
The
name
of
the
registered
foreign
entity
before
the
merger
or
con-
version;
(2)
The
type
of
entity
it
was
before
the
merger
or
conversion;
(3)
The
name
of
the
applicant
entity
and,
if
the
name
does
not
comply
with
section
30
-
21
-
301
,
Idaho
Code,
an
alternate
name
adopted
pursuant
to
section
30
-
21
-
506
(a),
Idaho
Code;
(4)
The
type
of
entity
of
the
applicant
entity
and
its
jurisdiction
of
formation;
and
(5)
The
following
information
regarding
the
applicant
entity,
if
dif-
ferent
than
the
information
for
the
foreign
entity
before
the
merger
or
conversion:
(A)
The
street
and
mailing
addresses
of
the
principal
office
of
the
entity
and,
if
the
law
of
the
entity's
jurisdiction
of
forma-
tion
requires
it
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office;
and
(B)
The
information
required
pursuant
to
section
30
-
21
-
404
(a),
Idaho
Code.
(b)
When
an
application
for
transfer
of
registration
takes
effect,
the
registration
of
the
registered
foreign
entity
to
do
business
in
this
state
is
transferred
without
interruption
to
the
entity
into
which
it
has
merged
or
to
which
it
has
been
converted.
[30
-
21
-
510,
added
2015,
ch.
243,
sec.
11,
p.
779.]
30
-
21
-
511.
TERMINATION
OF
REGISTRATION.
(a)
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
entity
in
the
manner
pro-
vided
in
subsections
(b)
and
(c)
of
this
section
if
the
entity
does
not:
(1)
Deliver
its
annual
report
to
the
secretary
of
state
for
filing
not
later
than
the
date
it
is
due;
(2)
Have
a
registered
agent
as
required
by
section
30
-
21
-
402
,
Idaho
Code;
or

26
(3)
Deliver
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
30
-
21
-
407
,
Idaho
Code,
not
later
than
thirty
(30)
days
af-
ter
a
change
occurs
in
the
name
or
address
of
the
entity's
registered
agent.
(b)
The
secretary
of
state
may
terminate
the
registration
of
a
regis-
tered
foreign
entity
by:
(1)
Filing
a
notice
of
termination
or
noting
the
termination
in
the
records
of
the
secretary
of
state;
and
(2)
Delivering
a
copy
of
the
notice
or
the
information
in
the
notation
to
the
entity's
registered
agent
or,
if
the
entity
does
not
have
a
regis-
tered
agent,
to
the
entity's
principal
office.
(c)
The
notice
must
state
or
the
information
in
the
notation
under
sub-
section
(b)
of
this
section
must
include:
(1)
The
effective
date
of
the
termination,
which
must
be
at
least
sixty
(60)
days
after
the
date
the
secretary
of
state
delivers
the
copy;
and
(2)
The
grounds
for
termination
under
subsection
(a)
of
this
section.
(d)
The
registration
of
a
registered
foreign
entity
to
do
business
in
this
state
ceases
on
the
effective
date
of
the
notice
of
termination
or
nota-
tion
under
subsection
(b)
of
this
section,
unless
before
that
date
the
entity
cures
each
ground
for
termination
stated
in
the
notice
or
notation.
If
the
entity
cures
each
ground,
the
secretary
of
state
shall
file
a
record
so
stat-
ing.
[30
-
21
-
511,
added
2015,
ch.
243,
sec.
11,
p.
779.]
30
-
21
-
512.
ACTION
BY
ATTORNEY
GENERAL.
The
attorney
general
may
main-
tain
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
-
512,
added
2015,
ch.
243,
sec.
11,
p.
780.]
PART
6
ADMINISTRATIVE
DISSOLUTION
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
registered
agent
in
this
state
for
sixty
(60)
consecutive
days;
or
(3)
The
secretary
of
state
has
credible
information
that
the
domestic
filing
entity
has
failed
to
notify
the
secretary
of
state
within
sixty
(60)
days
after
the
occurrence
that
its
registered
agent
has
been
changed
or
that
its
registered
agent
has
resigned.
[30
-
21
-
601,
added
2015,
ch.
243,
sec.
12,
p.
780.]
30
-
21
-
602.
PROCEDURE
AND
EFFECT.
(a)
If
the
secretary
of
state
deter-
mines
that
one
(1)
or
more
grounds
exist
under
section
30
-
21
-
601
,
Idaho
Code,
for
administratively
dissolving
a
domestic
filing
entity,
the
secretary
of
state
shall
serve
the
entity
pursuant
to
section
30
-
21
-
212
,
Idaho
Code,
with
notice
in
a
record
of
the
secretary
of
state's
determination.

27
(b)
If
a
domestic
filing
entity,
not
later
than
sixty
(60)
days
after
service
of
the
notice
required
by
subsection
(a)
of
this
section,
does
not
cure
or
demonstrate
to
the
satisfaction
of
the
secretary
of
state
the
nonex-
istence
of
each
ground
determined
by
the
secretary
of
state,
the
secretary
of
state
shall
administratively
dissolve
the
entity
by
signing
a
statement
of
administrative
dissolution
that
recites
the
grounds
for
dissolution
and
the
effective
date
of
dissolution.
The
secretary
of
state
shall
file
the
statement
and
serve
a
copy
on
the
entity
pursuant
to
section
30
-
21
-
212
,
Idaho
Code.
(c)
A
domestic
filing
entity
that
is
dissolved
administratively
con-
tinues
its
existence
as
the
same
type
of
entity
but
may
not
carry
on
any
ac-
tivities
except
as
necessary
to
wind
up
its
activities
and
affairs
and
liq-
uidate
its
assets
in
the
manner
provided
in
its
organic
law
or
to
apply
for
reinstatement
under
section
30
-
21
-
603
,
Idaho
Code.
(d)
The
administrative
dissolution
of
a
domestic
filing
entity
does
not
terminate
the
authority
of
its
registered
agent.
[30
-
21
-
602,
added
2015,
ch.
243,
sec.
12,
p.
780.]
30
-
21
-
603.
REINSTATEMENT.
(a)
A
domestic
filing
entity
that
is
dis-
solved
administratively
under
section
30
-
21
-
602
,
Idaho
Code,
may
apply
to
the
secretary
of
state
for
reinstatement
not
later
than
ten
(10)
years
after
the
effective
date
of
dissolution.
The
application
must
be
signed
by
the
entity
and
state:
(1)
The
name
of
the
entity
at
the
time
of
its
administrative
dissolu-
tion
and,
if
needed,
a
different
name
that
satisfies
section
30
-
21
-
301
,
Idaho
Code;
(2)
The
address
of
the
principal
office
of
the
entity
and
the
informa-
tion
required
by
section
30
-
21
-
404
(a),
Idaho
Code;
(3)
The
effective
date
of
the
entity's
administrative
dissolution;
and
(4)
That
the
grounds
for
dissolution
did
not
exist
or
have
been
cured.
(b)
To
be
reinstated,
an
entity
must
pay
all
fees,
taxes,
interest,
and
penalties
that
were
due
to
the
secretary
of
state
at
the
time
of
the
entity's
administrative
dissolution
and
all
fees,
taxes,
interest,
and
penalties
that
would
have
been
due
to
the
secretary
of
state
while
the
entity
was
dissolved
administratively.
(c)
If
the
secretary
of
state
determines
that
an
application
under
sub-
section
(a)
of
this
section
contains
the
required
information,
is
satisfied
that
the
information
is
correct,
and
determines
that
all
payments
required
to
be
made
to
the
secretary
of
state
by
subsection
(b)
of
this
section
have
been
made,
the
secretary
of
state
shall:
(1)
Cancel
the
statement
of
administrative
dissolution
and
prepare
a
statement
of
reinstatement
that
states
the
secretary
of
state's
deter-
mination
and
the
effective
date
of
reinstatement;
(2)
File
the
statement
of
reinstatement;
and
(3)
Serve
a
copy
on
the
entity.
(d)
When
reinstatement
under
this
section
is
effective
the
following
rules
apply:
(1)
The
reinstatement
relates
back
to
and
takes
effect
as
of
the
effec-
tive
date
of
the
administrative
dissolution.
(2)
The
domestic
filing
entity
resumes
carrying
on
its
activities
and
affairs
as
if
the
administrative
dissolution
had
never
occurred.

28
(3)
The
rights
of
a
person
arising
out
of
an
act
or
omission
in
reliance
on
the
dissolution
before
the
person
knew
or
had
notice
of
the
rein-
statement
are
not
affected.
[30
-
21
-
603,
added
2015,
ch.
243,
sec.
12,
p.
781.]
30
-
21
-
604.
JUDICIAL
REVIEW
OF
DENIAL
OF
REINSTATEMENT.
(a)
If
the
secretary
of
state
denies
a
domestic
filing
entity's
application
for
re-
instatement
following
administrative
dissolution,
the
secretary
of
state
shall
serve
the
entity
with
a
notice
in
a
record
that
explains
the
reasons
for
denial.
(b)
Within
thirty
(30)
days
after
service
of
a
notice
of
denial
of
rein-
statement
under
subsection
(a)
of
this
section,
an
entity
may
appeal
from
the
denial
by
petitioning
the
district
court
of
Ada
county
to
set
aside
the
dis-
solution.
The
petition
must
be
served
on
the
secretary
of
state
and
contain
a
copy
of
the
secretary
of
state's
notice
of
dissolution,
the
company's
appli-
cation
for
reinstatement,
and
the
secretary
of
state's
notice
of
denial.
(c)
The
district
court
may,
if
grounds
exist,
order
the
secretary
of
state
to
reinstate
a
dissolved
entity
or
take
other
action
the
court
consid-
ers
appropriate.
[30
-
21
-
604,
added
2015,
ch.
243,
sec.
12,
p.
781.]
PART
7
MISCELLANEOUS
PROVISIONS
30
-
21
-
701.
RESERVATION
OF
POWER
TO
AMEND
OR
REPEAL.
The
legislature
of
this
state
has
power
to
amend
or
repeal
all
or
part
of
this
act
at
any
time,
and
all
domestic
and
foreign
entities
subject
to
this
act
are
governed
by
the
amendment
or
repeal.
[30
-
21
-
701,
added
2015,
ch.
243,
sec.
13,
p.
782.]
30
-
21
-
702.
SUPPLEMENTAL
PRINCIPLES
OF
LAW.
Unless
displaced
by
partic-
ular
provisions
of
this
act,
the
principles
of
law
and
equity
supplement
this
act.
[30
-
21
-
702,
added
2015,
ch.
243,
sec.
13,
p.
782.]
30
-
21
-
703.
UNIFORMITY
OR
CONSISTENCY
OF
APPLICATION
AND
CONSTRUC-
TION.
In
applying
and
construing
the
chapters
of
this
act
based
on
uniform
or
model
acts,
consideration
must
be
given
to
the
need
to
promote
uniformity
or
consistency
of
the
law
with
respect
to
its
subject
matter
among
states
that
enact
it.
[30
-
21
-
703,
added
2015,
ch.
243,
sec.
13,
p.
782.]
30
-
21
-
704.
RELATION
TO
ELECTRONIC
SIGNATURES
IN
GLOBAL
AND
NATIONAL
COMMERCE
ACT.
This
act
modifies,
limits,
and
supersedes
the
electronic
signatures
in
global
and
national
commerce
act,
15
U.S.C.
7001
et
seq.,
but
does
not
modify,
limit,
or
supersede
section
101(c)
of
that
act,
15
U.S.C.
7001(c),
or
authorize
electronic
delivery
of
any
of
the
notices
described
in
section
103(b)
of
that
act,
15
U.S.C.
7003(b).
[30
-
21
-
704,
added
2015,
ch.
243,
sec.
13,
p.
782.]

29
30
-
21
-
705.
SAVINGS
CLAUSE.
The
repeal
of
a
statute
by
this
act
does
not
affect:
(1)
The
operation
of
the
statute
or
any
action
taken
under
it
before
its
repeal;
(2)
Any
ratification,
right,
remedy,
privilege,
obligation
or
liabil-
ity
acquired,
accrued
or
incurred
under
the
statute
before
its
repeal;
(3)
Any
violation
of
the
statute
or
any
penalty,
forfeiture
or
punish-
ment
incurred
because
of
the
violation
before
its
repeal;
or
(4)
Any
proceeding,
reorganization
or
dissolution
commenced
under
the
statute
before
its
repeal,
and
the
proceeding,
reorganization
or
dissolu-
tion
may
be
completed
in
accordance
with
the
statute
as
if
it
had
not
been
repealed.
[30
-
21
-
705,
added
2015,
ch.
243,
sec.
13,
p.
782.]
30
-
21
-
706.
SEVERABILITY
CLAUSE.
If
any
provision
of
this
act
or
its
ap-
plication
to
any
person
or
circumstance
is
held
invalid,
the
invalidity
does
not
affect
other
provisions
or
applications
of
this
act
which
can
be
given
effect
without
the
invalid
provision
or
application,
and
to
this
end
the
pro-
visions
of
this
act
are
severable.
[30
-
21
-
706,
added
2015,
ch.
243,
sec.
13,
p.
782.]
30
-
21
-
708.
EFFECTIVE
DATE.
This
act
takes
effect
July
1,
2015,
except
as
otherwise
provided.
[30
-
21
-
708,
added
2015,
ch.
243,
sec.
13,
p.
782.]
PART
8
ASSUMED
BUSINESS
NAMES
30
-
21
-
801.
SHORT
TITLE.
This
part
may
be
cited
as
the
"Idaho
Assumed
Business
Names
Act."
[30
-
21
-
801,
added
2015,
ch.
243,
sec.
14,
p.
783.]
30
-
21
-
802.
PURPOSE.
The
purpose
of
this
part
is
to
ensure
disclosure
on
the
public
record
of
the
true
names
of
persons
who
transact
business
in
Idaho.
Compliance
with
the
provisions
of
this
part
does
not
confer
any
ex-
clusive
right
to
the
use
of
an
assumed
business
name
in
Idaho.
[30
-
21
-
802,
added
2015,
ch.
243,
sec.
14,
p.
783.]
30
-
21
-
803.
DEFINITIONS.
When
used
in
this
part,
the
terms
defined
in
this
section
shall
have
the
following
meanings:
(1)
"Assumed
business
name"
means:
(A)
Any
name
other
than
the
true
name
of
any
filing
entity
or
limited
liability
partnership,
under
which
name
the
entity
holds
itself
out
for
the
transaction
of
business
in
the
state
of
Idaho;
or
(B)
Any
name
under
which
any
individual,
any
group
of
individuals
or
other
persons,
or
any
entity
other
than
a
filing
entity
or
limited
lia-
bility
partnership,
holds
itself
out
for
the
transaction
of
business
in
the
state
of
Idaho,
if
that
name
does
not
include
in
full
the
true
names

30
of
all
individuals
and
other
persons
who
have
a
financial
interest
in
the
business
which
is
or
may
be
transacted;
which
name
shall
not
include
words
or
abbreviations
which
falsely
state
or
imply
governmental
affil-
iation
or
the
existence
of
a
filing
entity
or
limited
liability
partner-
ship.
(2)
"Individual"
means
a
natural
person.
(3)
"Transact
business"
means
to
engage
in
any
commercial
or
other
ac-
tivity
that
is
intended
to
or
likely
to
produce
a
financial
benefit,
whether
it
is
for
the
purpose
of
profit
to
the
person
who
engages
in
the
activity
or
for
the
purpose
of
supporting
a
charitable,
benevolent
or
other
nonprofit
function.
(4)
"True
name"
has
the
following
meanings:
(A)
When
applied
to
a
formally
organized
or
registered
entity,
the
name
by
which
the
entity
is
identified
on
its
public
organic
record,
appli-
cation
for
authority
to
do
business
or
registration
statement
which
is
on
file
with
the
appropriate
governmental
entity.
As
to
a
foreign
for-
mally
organized
or
registered
entity
which
has
been
required
to
adopt
an
assumed
business
name
on
its
application
for
authority
to
do
business
or
its
registration
statement
as
a
condition
of
obtaining
authority
to
do
business
in
Idaho,
the
term
"true
name"
shall
include
the
assumed
busi-
ness
name
which
appears
on
the
application
for
authority
to
do
business
or
registration
statement.
(B)
When
applied
to
an
individual,
the
name
that
the
individual
uses
to
bind
himself
or
herself
to
legal
obligations,
or
to
obtain
privileges,
licenses
or
benefits
from
government.
The
true
name
will
include
the
surname
and
some
combination
of
given
names
or
initials,
and
may
include
other
identifiers
such
as
"Jr.,"
"3d"
or
"III."
[30
-
21
-
803,
added
2015,
ch.
243,
sec.
14,
p.
783.]
30
-
21
-
804.
NAME
USED
AS
ASSUMED
BUSINESS
NAME.
(a)
On
or
after
July
1,
2015,
an
assumed
business
name:
(1)
Must
comply
with
section
30
-
21
-
301
(a)
and
(e),
Idaho
Code;
and
(2)
May
not
contain
any
of
the
words
or
abbreviations
required
for
an
entity
under
section
30
-
21
-
302
,
Idaho
Code;
and
(3)
May
not
be
only
the
true
name
of
an
individual.
(b)
The
name
of
a
filing
entity
or
limited
liability
partnership
does
not
have
to
be
distinguishable
from
an
assumed
business
name
in
a
certificate
of
assumed
business
name
filed
before
the
entity's
public
organic
record,
statement
of
qualification,
or
foreign
entity
registration
statement
is
filed,
and
the
assumed
business
name
is
not
invalidated
by
the
subsequent
filing
by
the
filing
entity
or
limited
liability
partnership.
[30
-
21
-
804,
added
2015,
ch.
243,
sec.
14,
p.
783;
am.
2016,
ch.
47,
sec.
13,
p.
109.]
30
-
21
-
805.
FILING
OF
CERTIFICATE
REQUIRED.
(a)
Any
person
who
proposes
to
or
intends
to
transact
business
in
Idaho
under
an
assumed
business
name
shall,
before
beginning
to
transact
business,
deliver
to
the
secretary
of
state
for
filing
a
certificate
of
assumed
business
name
in
a
form
prescribed
by
the
secretary
of
state.
(b)
A
separate
certificate
of
assumed
business
name
must
be
filed
for
each
assumed
business
name
a
person
uses.

31
[30
-
21
-
805,
added
2015,
ch.
243,
sec.
14,
p.
784.]
30
-
21
-
806.
CONTENTS
OF
CERTIFICATE.
The
certificate
of
assumed
busi-
ness
name
shall
include:
(1)
The
assumed
business
name
as
it
is
used
in
the
transaction
of
busi-
ness;
(2)
The
true
names
and
business
addresses
of
every
person
who
has
a
fi-
nancial
or
control
interest
in
the
business
to
be
transacted
under
the
as-
sumed
business
name;
(3)
The
general
type
of
business
to
be
transacted
under
the
assumed
business
name
using
categories
prescribed
on
the
form
by
the
secretary
of
state;
(4)
The
signature
of
each
person
included
on
the
certificate
or
the
sig-
nature
of
an
agent
acting
on
behalf
of
all
persons
included
on
the
certifi-
cate;
and
(5)
Other
information
as
the
secretary
of
state
may
require.
[30
-
21
-
806,
added
2015,
ch.
243,
sec.
14,
p.
784.]
30
-
21
-
807.
EFFECT
OF
FILING
-
-
DURATION
-
-
CONTINUATION.
(a)
A
person
may
conduct
business
under
an
assumed
business
name
if
a
certificate
of
as-
sumed
business
name
has
been
filed
with
the
secretary
of
state
and
is
in
ef-
fect.
(b)
A
certificate
of
assumed
business
name
is
in
effect
upon
filing
un-
til
it
is
canceled
pursuant
to
section
30
-
21
-
809
,
Idaho
Code.
(c)
A
certificate
of
assumed
business
name
does
not
create
an
entity
separate
from
the
person
doing
business
under
the
assumed
business
name.
[30
-
21
-
807,
added
2015,
ch.
243,
sec.
14,
p.
784.]
30
-
21
-
808.
AMENDMENT
OF
CERTIFICATE.
(a)
If
the
identity
or
business
address
of
any
person
who
has
a
financial
or
control
interest
in
the
business
transacted
under
the
assumed
business
name
changes,
or
if
the
certificate
of
assumed
business
name
becomes
materially
misleading
in
any
other
way,
the
person
who
transacts
that
business
shall,
within
ninety
(90)
days
there-
after,
file
with
the
secretary
of
state
a
certificate
of
amendment
to
the
certificate
of
assumed
business
name
in
a
form
prescribed
by
the
secretary
of
state.
The
form
may
be
in
any
medium
permitted
by
the
secretary
of
state.
(b)
The
certificate
of
amendment
shall
specify
how
the
certificate
of
assumed
business
name
is
to
be
amended
and
shall
be
executed
in
the
same
man-
ner
as
required
for
a
certificate
of
assumed
business
name.
[30
-
21
-
808,
added
2015,
ch.
243,
sec.
14,
p.
784.]
30
-
21
-
809.
CANCELLATION
OF
CERTIFICATE.
(a)
A
person
who
discontinues
use
of
an
assumed
business
name
may
cancel
its
certificate
of
assumed
busi-
ness
name
by
filing
with
the
secretary
of
state
a
certificate
of
cancellation
in
a
form
prescribed
by
the
secretary
of
state.
The
form
may
be
in
any
medium
permitted
by
the
secretary
of
state.
(b)
The
certificate
of
cancellation
shall
be
executed
in
the
same
man-
ner
as
required
for
a
certificate
of
assumed
business
name.
[30
-
21
-
809,
added
2015,
ch.
243,
sec.
14,
p.
784.]

32
30
-
21
-
810.
CONSEQUENCES
OF
NONCOMPLIANCE.
(a)
Any
person
who
transacts
business
in
Idaho
under
an
assumed
business
name
without
having
complied
with
the
requirements
of
this
chapter
shall
not
be
entitled
to
maintain
any
legal
action
in
the
courts
of
this
state
until
the
person
has
filed
a
certificate
of
assumed
business
name
as
required
by
this
chapter.
(b)
Any
person
who
suffers
a
loss
because
of
another
person's
noncom-
pliance
with
the
requirements
of
this
chapter
shall
be
entitled
to
recover
damages
in
the
amount
of
the
loss
and
attorney's
fees
and
costs
incurred
in
connection
with
recovery
of
damages.
(c)
Noncompliance
shall
be
held
to
include
false,
misleading
or
incom-
plete
information
in
a
certificate
of
assumed
business
name,
as
well
as
fail-
ure
to
file.
[30
-
21
-
810,
added
2015,
ch.
243,
sec.
14,
p.
785.]
PART
9
PROFESSIONAL
ENTITIES
30
-
21
-
901.
PROFESSIONAL
ENTITIES.
(a)
"Allied
professional
services"
means
professional
services
that
are
so
related
in
substance
that
they
are
frequently
offered
in
conjunction
with
one
another
as
parts
of
the
same
ser-
vice
package
to
the
consumer.
(b)
For
the
purpose
of
this
act,
the
professions
shall
include
the
prac-
tices
of
architecture,
chiropractic,
dentistry,
engineering,
landscape
ar-
chitecture,
law,
medicine,
nursing,
occupational
therapy,
optometry,
phys-
ical
therapy,
podiatry,
professional
geology,
psychology,
certified
or
li-
censed
public
accountancy,
social
work,
surveying
and
veterinary
medicine,
and
no
others.
(c)
This
act
shall
not
be
deemed
to
authorize
a
professional
entity
to
render
allied
professional
services
where
the
laws
pertaining
to
specific
professions
or
the
codes
of
ethics
or
professional
responsibility
of
any
of
the
professions
involved
in
such
a
proposed
professional
entity
prohibit
such
a
combination
of
professional
services.
(d)
No
professional
entity
may
render
professional
services
in
this
state
except
through
its
managers,
members,
employees
and
agents
who
are
duly
licensed
or
otherwise
legally
authorized
to
render
such
professional
services
within
this
state.
The
term
"employee,"
as
used
in
this
section,
does
not
include
clerks,
secretaries,
bookkeepers,
technicians
and
other
assistants
who
are
not
usually
and
ordinarily
considered
by
custom
and
practice
to
be
rendering
professional
services
to
the
public
for
which
a
license
or
other
legal
authorization
is
required.
(e)
Nothing
contained
in
this
act
shall
be
interpreted
to
abolish,
re-
peal,
modify,
restrict
or
limit
the
law
now
in
effect
in
this
state
appli-
cable
to
the
professional
relationship
and
liabilities
between
the
person
furnishing
the
professional
services
and
the
person
receiving
such
profes-
sional
services
or
to
the
standards
for
professional
conduct.
Any
governor,
interest
holder,
agent,
or
employee
of
a
professional
entity
shall
remain
personally
and
fully
liable
and
accountable
for
any
negligent
or
wrongful
acts
or
misconduct
committed
by
him,
or
by
any
person
under
his
direct
super-
vision
and
control,
while
rendering
professional
services
on
behalf
of
the
professional
entity
to
the
person
for
whom
such
professional
services
were
being
rendered.
The
professional
entity
shall
be
liable
up
to
the
full
value
of
its
property
for
any
negligent
or
wrongful
acts
or
misconduct
committed
by
any
of
its
governors,
interest
holders,
agents,
or
employees
while
they

33
are
engaged
on
behalf
of
the
professional
entity
in
the
rendering
of
profes-
sional
services.
(f)
The
relationship
of
a
person,
whether
as
an
individual
or
interest
holder
of
a
professional
entity,
to
a
professional
entity
with
which
such
person
is
associated,
whether
as
governor,
interest
holder,
or
employee,
shall
in
no
way
modify
or
diminish
the
jurisdiction
over
such
person
of
the
governmental
authority
or
state
agency
that
licensed,
certified
or
registered
such
person
for
a
particular
profession.
(g)
No
professional
entity
may
offer
an
interest
to
or
accept
as
an
in-
terest
holder
anyone
other
than
an
individual
who
is
duly
licensed
or
other-
wise
legally
authorized
to
render
the
same
specific
professional
services
as
those
for
which
the
entity
was
formed
or
professional
entities,
all
of
whose
interest
holders
are
duly
licensed
or
otherwise
legally
authorized
to
render
the
same
specific
professional
services
as
those
for
which
the
professional
entity
was
formed.
No
member
of
a
professional
entity
shall
enter
into
a
voting
trust
agreement
or
any
other
type
of
agreement
vesting
another
per-
son
with
the
authority
to
exercise
the
voting
power
of
his
interest.
(h)
If
any
governor,
interest
holder,
agent,
or
employee
of
a
profes-
sional
entity
who
has
been
rendering
professional
services
within
this
state
accepts
employment
that,
pursuant
to
existing
law,
places
restrictions
or
limitations
upon
his
continued
rendering
of
such
professional
services,
he
shall
be
dissociated,
and
the
remaining
governors
and
interest
holders
of
the
professional
entity
shall
take
such
action
as
is
required
to
terminate
such
interest.
(i)
No
member
of
a
professional
entity
may
sell
or
transfer
his
interest
in
such
professional
entity
except
to
another
individual
or
professional
en-
tity
eligible
to
be
a
member
of
such
professional
entity.
(j)
The
provisions
of
this
section
shall
not
be
considered
as
repeal-
ing,
modifying
or
restricting
the
applicable
provisions
of
law
regulating
the
several
professions
except
insofar
as
such
laws
conflict
with
this
sec-
tion.
[30
-
21
-
901,
added
2015,
ch.
243,
sec.
15,
p.
785.]