SENATE BILL NO Bill Status. View Bill Status View Bill Text View Statement of Purpose / Fiscal Impact

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1 Page 1 of 51 SENATE BILL NO View Bill Status View Bill Text View Statement of Purpose / Fiscal Impact Text to be added within a bill has been marked with Bold and Underline. Text to be removed has been marked with Strikethrough and Italic. How these codes are actually displayed will vary based on the browser software you are using. This sentence is marked with bold and underline to show added text. This sentence is marked with strikethrough and italic, indicating text to be removed. Bill Status S by JUDICIARY AND RULES IDAHO REGISTERED AGENTS ACT - Amends, repeals and adds to existing law to set forth the Idaho Registered Agents Act; to provide a short title; to define terms; to set fees; to provide for addresses in filings; to provide for appointment of a registered agent; to provide for the listing of a commercial registered agent; to provide for termination of a listing of a commercial registered agent; to provide for change of registered agent; to provide for change of name and address by noncommercial registered agents and commercial registered agents; to provide for appointment of agent by certain entities; to provide for service of process on entities; to provide for duties of registered agents; to provide for jurisdiction and venue; to provide for application; to provide relation to a federal act; to revise fees; to require that articles of incorporation provide certain information; to revise applicable courts; to revise provisions relating to amendment of articles of incorporation; to revise service of process provisions and to revise applicable counties for purposes of published notices. 02/22 Senate intro - 1st rdg - to printing 02/23 Rpt prt - to St Aff 03/05 Rpt out - rec d/p - to 2nd rdg 03/06 2nd rdg - to 3rd rdg 03/08 3rd rdg - PASSED AYES -- Andreason, Bair, Bastian, Bilyeu, Broadsword, Cameron, Coiner, Corder, Darrington, Davis, Fulcher, Gannon, Geddes, Goedde, Hammond, Heinrich, Hill, Jorgenson, Kelly, Keough, Langhorst, Little, Lodge, Malepeai, McGee, McKague, McKenzie, Pearce, Richardson, Schroeder, Siddoway, Stegner, Stennett, Werk NAYS -- None Absent and excused -- Burkett Floor Sponsor - Davis Title apvd - to House 03/08 House intro - 1st rdg - to Bus 03/16 Rpt out - rec d/p - to 2nd rdg 03/19 2nd rdg - to 3rd rdg 03/22 3rd rdg - PASSED AYES -- Anderson, Andrus, Barrett, Bayer, Bedke, Bell, Bilbao, Black, Block, Bock, Boe, Bolz, Brackett, Bradford, Chadderdon, Chavez, Chew, Clark, Collins, Crane, Durst, Edmunson, Eskridge, Hagedorn, Hart, Harwood, Henbest, Henderson, Jaquet, Killen, King, Kren, Labrador, Lake, LeFavour, Loertscher, Marriott, Mathews, McGeachin, Mortimer,

2 Page 2 of 51 Nielsen, Nonini, Pasley-Stuart, Patrick, Pence, Raybould, Ring, Ringo, Ruchti, Rusche, Sayler, Schaefer, Shepherd(2), Shepherd(8), Shirley, Shively, Smith(30), Smith(24), Snodgrass, Stevenson, Thayn, Trail, Vander Woude, Wills, Wood(27), Wood(35), Mr. Speaker NAYS -- Luker(Luker) Absent and excused -- Moyle, Roberts Floor Sponsor - Killen Title apvd - to Senate 03/23 To enrol 03/26 Rpt enrol - Pres signed - Sp signed - To Governor 03/30 Governor signed Session Law Chapter 314 Effective: 07/01/07 Bill Text ]]]] LEGISLATURE OF THE STATE OF IDAHO ]]]] Fifty-ninth Legislature First Regular Session IN THE SENATE SENATE BILL NO BY JUDICIARY AND RULES COMMITTEE 1 AN ACT 2 RELATING TO BUSINESS ENTITIES; AMENDING TITLE 30, IDAHO CODE, BY THE ADDITION 3 OF A NEW CHAPTER 4, TITLE 30, IDAHO CODE, TO SET FORTH THE IDAHO REGIS- 4 TERED AGENTS ACT, TO PROVIDE A SHORT TITLE, TO DEFINE TERMS, TO SET FEES, 5 TO PROVIDE FOR ADDRESSES IN FILINGS, TO PROVIDE FOR APPOINTMENT OF A REG- 6 ISTERED AGENT, TO PROVIDE FOR THE LISTING OF A COMMERCIAL REGISTERED 7 AGENT, TO PROVIDE FOR TERMINATION OF A LISTING OF A COMMERCIAL REGISTERED 8 AGENT, TO PROVIDE FOR CHANGE OF REGISTERED AGENT BY ENTITY, TO PROVIDE FOR 9 CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT, TO PROVIDE 10 FOR CHANGE OF NAME, ADDRESS OR TYPE OF ORGANIZATION BY COMMERCIAL REGIS- 11 TERED AGENT, TO PROVIDE FOR RESIGNATION OF REGISTERED AGENT, TO PROVIDE 12 FOR APPOINTMENT OF AGENT BY A NONFILING OR NONQUALIFIED FOREIGN ENTITY, TO 13 PROVIDE FOR SERVICE OF PROCESS ON ENTITIES, TO PROVIDE DUTIES OF REGIS- 14 TERED AGENTS, TO PROVIDE FOR JURISDICTION AND VENUE, TO PROVIDE FOR CON- 15 SISTENCY OF APPLICATION, TO PROVIDE RELATION TO A FEDERAL ACT AND TO PRO- 16 VIDE FOR APPLICATION; AMENDING SECTION , IDAHO CODE, TO REMOVE 17 LANGUAGE REFERENCING EXCEPTIONS; AMENDING SECTION , IDAHO CODE, TO 18 REVISE FEES; AMENDING SECTION , IDAHO CODE, TO REMOVE LANGUAGE 19 REFERENCING EXCEPTIONS; AMENDING SECTION , IDAHO CODE, TO REMOVE 20 LANGUAGE REFERENCING NOTICES TO REGISTERED OFFICES AND TO MAKE A TECHNICAL 21 CORRECTION; AMENDING SECTION , IDAHO CODE, TO REQUIRE THAT ARTI- 22 CLES OF INCORPORATION PROVIDE CERTAIN INFORMATION AND TO MAKE A TECHNICAL 23 CORRECTION; REPEALING SECTIONS , , AND , 24 RELATING TO REGISTERED OFFICES AND AGENTS OF CORPORATIONS; AMENDING SEC- 25 TIONS , AND , IDAHO CODE, TO REVISE APPLICABLE 26 COURTS; AMENDING SECTION , IDAHO CODE, TO REVISE PROVISIONS 27 RELATING TO AMENDMENT OF ARTICLES OF INCORPORATION BY BOARD OF DIRECTORS; 28 AMENDING SECTION , IDAHO CODE, TO REVISE SERVICE OF PROCESS PRO- 29 VISIONS; AMENDING SECTION , IDAHO CODE, TO REVISE APPLICABLE 30 COURTS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SECTION , 31 IDAHO CODE, TO REVISE APPLICABLE COUNTIES FOR PURPOSES OF PUBLISHED 32 NOTICES; AMENDING SECTION , IDAHO CODE, TO REVISE APPLICABLE

3 Page 3 of COURTS; AMENDING SECTION , IDAHO CODE, TO REMOVE LANGUAGE 34 REFERENCING REGISTERED OFFICES; AMENDING SECTION , IDAHO CODE, TO 35 REVISE TERMINOLOGY; AMENDING SECTION , IDAHO CODE, TO REVISE 36 APPLICABLE COURTS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SECTION , IDAHO CODE, TO REQUIRE CERTAIN INFORMATION IN AN APPLICATION 38 FOR CERTIFICATE OF AUTHORITY; AMENDING SECTION , IDAHO CODE, TO 39 REQUIRE CERTAIN INFORMATION IN AN AMENDED CERTIFICATE OF AUTHORITY; 40 REPEALING SECTIONS , AND , IDAHO CODE, RELAT- 41 ING TO REGISTERED OFFICES AND REGISTERED AGENTS OF FOREIGN CORPORATIONS; 42 AMENDING SECTION , IDAHO CODE, TO REMOVE LANGUAGE REFERENCING 43 REGISTERED OFFICES; AMENDING SECTION , IDAHO CODE, TO REVISE 44 APPLICABLE COURTS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SECTION , IDAHO CODE, TO REVISE APPLICABLE COURTS; AMENDING SECTION , IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR ANNUAL REPORTS; 2 1 AMENDING SECTION , IDAHO CODE, TO REMOVE LANGUAGE REFERENCING EXCEP- 2 TIONS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SECTION , IDAHO 3 CODE, TO REVISE FEES; AMENDING SECTION , IDAHO CODE, TO REMOVE LAN- 4 GUAGE REFERENCING EXCEPTIONS; AMENDING SECTION , IDAHO CODE, TO 5 REVISE APPLICABLE COURTS AND TO MAKE A TECHNICAL CORRECTION; AMENDING SEC- 6 TION , IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR ARTICLES OF 7 INCORPORATION; REPEALING SECTIONS , , AND , 8 IDAHO CODE, RELATING TO REGISTERED OFFICES AND REGISTERED AGENTS OF NON- 9 PROFIT CORPORATIONS; AMENDING SECTIONS AND , IDAHO CODE, TO 10 REVISE APPLICABLE COURTS; AMENDING SECTION , IDAHO CODE, TO REQUIRE 11 CERTAIN INFORMATION FOR AMENDMENT OF ARTICLES OF INCORPORATION AND TO MAKE 12 A TECHNICAL CORRECTION; AMENDING SECTION , IDAHO CODE, TO REVISE 13 SERVICE OF PROCESS PROVISIONS; AMENDING SECTION , IDAHO CODE, TO 14 REVISE APPLICABLE COUNTIES FOR PURPOSES OF PUBLIC NOTICES; AMENDING SEC- 15 TION A, IDAHO CODE, TO REMOVE LANGUAGE REFERENCING REGISTERED 16 OFFICES; AMENDING SECTION B, IDAHO CODE, TO REVISE TERMINOLOGY; 17 AMENDING SECTION C, IDAHO CODE, TO REVISE PROVISIONS RELATING TO 18 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION; AMENDING SECTION , IDAHO CODE, TO REVISE ADDRESS INFORMATION REQUIRED FOR AN APPLI- 20 CATION FOR A CERTIFICATE OF AUTHORITY FOR A FOREIGN CORPORATION; AMENDING 21 SECTION , IDAHO CODE, TO REVISE INFORMATION REQUIRED FOR AMENDED 22 CERTIFICATES OF AUTHORITY; REPEALING SECTIONS , , AND , IDAHO CODE, RELATING TO REGISTERED OFFICES AND REGISTERED 24 AGENTS OF FOREIGN CORPORATIONS; AMENDING SECTION , IDAHO CODE, TO 25 REMOVE CODE REFERENCES; AMENDING SECTION , IDAHO CODE, TO REVISE 26 PROVISIONS APPLICABLE TO GROUNDS FOR REVOCATION OF CERTIFICATE OF AUTHOR- 27 ITY; AMENDING SECTION , IDAHO CODE, TO REMOVE A CODE REFERENCE; 28 REPEALING SECTIONS , , AND , IDAHO CODE, 29 RELATING TO REGISTERED OFFICES AND REGISTERED AGENTS OF LIMITED PARTNER- 30 SHIPS; AMENDING SECTION , IDAHO CODE, TO REVISE INFORMATION 31 REQUIRED FOR CERTIFICATES OF LIMITED PARTNERSHIP; AMENDING SECTION , IDAHO CODE, TO REVISE INFORMATION REQUIRED FOR AN AMENDMENT OR 33 RESTATEMENT OF CERTIFICATE; AMENDING SECTION , IDAHO CODE, TO 34 REMOVE A CODE REFERENCE; AMENDING SECTION , IDAHO CODE, TO REVISE 35 A CODE REFERENCE; AMENDING SECTION , IDAHO CODE, TO REVISE PROVI- 36 SIONS APPLICABLE TO ANNUAL REPORTS; AMENDING SECTIONS AND , IDAHO CODE, TO REVISE TERMINOLOGY; AMENDING SECTION , 38 IDAHO CODE, TO REVISE APPLICABLE COUNTIES FOR PURPOSES OF PUBLIC NOTICES; 39 AMENDING SECTION , IDAHO CODE, TO REVISE INFORMATION REQUIRED FOR 40 APPLICATIONS FOR CERTIFICATE OF AUTHORITY; AMENDING SECTION , 41 IDAHO CODE, TO REVISE A CODE REFERENCE, TO REMOVE A CODE REFERENCE AND TO 42 REVISE TERMINOLOGY; AMENDING SECTIONS , , AND , IDAHO CODE, TO REVISE SERVICE OF PROCESS PROVISIONS; AMENDING 44 SECTION , IDAHO CODE, TO REMOVE A CODE REFERENCE; AMENDING SECTION

4 Page 4 of , IDAHO CODE, TO REQUIRE CERTAIN INFORMATION, TO REMOVE LANGUAGE 46 RELATING TO SERVICE OF PROCESS REQUIREMENTS AND TO MAKE A TECHNICAL COR- 47 RECTION; AMENDING SECTION , IDAHO CODE, TO REVISE ANNUAL REPORT 48 PROVISIONS; AMENDING SECTION , IDAHO CODE, TO REVISE PROVISIONS 49 APPLICABLE TO A STATEMENT OF FOREIGN QUALIFICATION AND TO MAKE A TECHNICAL 50 CORRECTION; REPEALING SECTION , IDAHO CODE, RELATING TO REGISTERED 51 OFFICES AND REGISTERED AGENTS AND REPEALING SECTION , IDAHO CODE, 52 RELATING TO SERVICE OF PROCESS; AMENDING SECTION , IDAHO CODE, TO 53 REVISE PROVISIONS APPLICABLE TO ARTICLES OF ORGANIZATION; AMENDING SECTION , IDAHO CODE, TO REVISE ANNUAL REPORT REQUIREMENTS; AMENDING SECTION A, IDAHO CODE, TO REMOVE LANGUAGE REFERENCING REGISTERED OFFICES; 3 1 AMENDING SECTION B, IDAHO CODE, TO REVISE TERMINOLOGY; AMENDING SEC- 2 TION , IDAHO CODE, TO REQUIRE CERTAIN INFORMATION FOR REGISTRATION; 3 AMENDING SECTION , IDAHO CODE, TO REMOVE LANGUAGE REFERENCING SER- 4 VICE OF PROCESS AND TO REVISE CODE REFERENCES; AMENDING SECTION A, 5 IDAHO CODE, TO REMOVE LANGUAGE REFERENCING REGISTERED OFFICES; AMENDING 6 SECTION B, IDAHO CODE, TO REVISE TERMINOLOGY; AND AMENDING SECTION , IDAHO CODE, TO REVISE PROVISIONS APPLICABLE TO THE APPOINTMENT OF 8 AN AGENT TO RECEIVE SERVICE OF PROCESS. 9 Be It Enacted by the Legislature of the State of Idaho: 10 SECTION 1. That Title 30, Idaho Code, be, and the same is hereby amended 11 by the addition thereto of a NEW CHAPTER, to be known and designated as Chap- 12 ter 4, Title 30, Idaho Code, and to read as follows: 13 CHAPTER 4 14 IDAHO REGISTERED AGENTS ACT SHORT TITLE. This chapter shall be known and may be cited as the 16 "Idaho Registered Agents Act." DEFINITIONS. As used in this chapter: 18 (1) "Appointment of agent" means a statement appointing an agent for ser- 19 vice of process filed by: 20 (a) A domestic or foreign unincorporated nonprofit association under sec- 21 tion , Idaho Code; or 22 (b) A domestic entity that is not a filing entity or a nonqualified for- 23 eign entity under section , Idaho Code. 24 (2) "Commercial registered agent" means an individual or a domestic or 25 foreign entity listed under section , Idaho Code. 26 (3) "Domestic entity" means an entity whose internal affairs are governed 27 by the law of this state. 28 (4) "Entity" means a person that has a separate legal existence or has 29 the power to acquire an interest in real property in its own name other than: 30 (a) An individual; 31 (b) A testamentary, inter vivos, or charitable trust, with the exception 32 of a business trust, statutory trust, or similar trust; 33 (c) An association or relationship that is not a partnership by reason of 34 section (c), Idaho Code, or a similar provision of the law of any 35 other jurisdiction; 36 (d) A decedent's estate; or 37 (e) A public corporation, government or governmental subdivision, agency, 38 or instrumentality, or quasi-governmental instrumentality. 39 (5) "Filing entity" means an entity that is created by the filing of a 40 public organic document. 41 (6) "Foreign entity" means an entity other than a domestic entity. 42 (7) "Foreign qualification document" means an application for a certifi-

5 Page 5 of cate of authority or other foreign qualification filing with the secretary of 44 state by a foreign entity. 45 (8) "Governance interest" means the right under the organic law or 46 organic rules of an entity, other than as a governor, agent, assignee, or 47 proxy, to: 48 (a) Receive or demand access to information concerning, or the books and 49 records of, the entity; 50 (b) Vote for the election of the governors of the entity; or 4 1 (c) Receive notice of or vote on any or all issues involving the internal 2 affairs of the entity. 3 (9) "Governor" means a person by or under whose authority the powers of 4 an entity are exercised and under whose direction the business and affairs of 5 the entity are managed pursuant to the organic law and organic rules of the 6 entity. 7 (10) "Interest" means: 8 (a) A governance interest in an unincorporated entity; 9 (b) A transferable interest in an unincorporated entity; or 10 (c) A share or membership in a corporation. 11 (11) "Interest holder" means a direct holder of an interest. 12 (12) "Jurisdiction of organization," with respect to an entity, means the 13 jurisdiction whose law includes the organic law of the entity. 14 (13) "Noncommercial registered agent" means a person that is not listed as 15 a commercial registered agent under section , Idaho Code, and that is: 16 (a) An individual or a domestic or foreign entity that serves in this 17 state as the agent for service of process of an entity; or 18 (b) The individual who holds the office or other position in an entity 19 that is designated as the agent for service of process pursuant to section (1)(b)(ii), Idaho Code. 21 (14) "Nonqualified foreign entity" means a foreign entity that is not 22 authorized to transact business in this state pursuant to a filing with the 23 secretary of state. 24 (15) "Nonresident LLP statement" means: 25 (a) A statement of qualification of a domestic limited liability partner- 26 ship that does not have an office in this state; or 27 (b) A statement of foreign qualification of a foreign limited liability 28 partnership that does not have an office in this state. 29 (16) "Organic law" means the statutes, if any, other than this chapter, 30 governing the internal affairs of an entity. 31 (17) "Organic rules" means the public organic document and private organic 32 rules of an entity. 33 (18) "Person" means an individual, corporation, estate, trust, partner- 34 ship, limited liability company, business or similar trust, association, joint 35 venture, public corporation, government or governmental subdivision, agency, 36 or instrumentality, or any other legal or commercial entity. 37 (19) "Private organic rules" means the rules, whether or not in a record, 38 that govern the internal affairs of an entity, are binding on all of its 39 interest holders, and are not part of its public organic document, if any. 40 (20) "Public organic document" means the public record, the filing of 41 which creates an entity, and any amendment to or restatement of that record. 42 (21) "Qualified foreign entity" means a foreign entity that is authorized 43 to transact business in this state pursuant to a filing with the secretary of 44 state. 45 (22) "Record" means information that is inscribed on a tangible medium or 46 that is stored in an electronic or other medium and is retrievable in 47 perceivable form. 48 (23) "Registered agent" means a commercial registered agent or a non- 49 commercial registered agent. 50 (24) "Registered agent filing" means:

6 Page 6 of (a) The public organic document of a domestic filing entity; 52 (b) A nonresident LLP statement; 53 (c) A foreign qualification document; or 54 (d) An appointment of agent. 55 (25) "Represented entity" means: 5 1 (a) A domestic filing entity; 2 (b) A domestic or qualified foreign limited liability partnership that 3 does not have an office in this state; 4 (c) A qualified foreign entity; 5 (d) A domestic or foreign unincorporated nonprofit association for which 6 an appointment of agent has been filed; 7 (e) A domestic entity that is not a filing entity for which an appoint- 8 ment of agent has been filed; or 9 (f) A nonqualified foreign entity for which an appointment of agent has 10 been filed. 11 (26) "Sign" means, with present intent to authenticate or adopt a record: 12 (a) To execute or adopt a tangible symbol; or 13 (b) To attach to or logically associate with the record an electronic 14 sound, symbol, or process. 15 (27) "Transferable interest" means the right under an entity's organic law 16 to receive distributions from the entity. 17 (28) "Type," with respect to an entity, means a generic form of entity: 18 (a) Recognized at common law; or 19 (b) Organized under an organic law, whether or not some entities orga- 20 nized under that organic law are subject to provisions of that law that 21 create different categories of the form of entity FEES. (1) The secretary of state shall collect the following fees 23 when a filing is made under this chapter: 24 (a) Commercial registered agent listing statement... $ (b) Commercial registered agent termination statement... $ (c) Statement of change... $ (d) Statement of resignation... no fee 28 (e) Statement appointing an agent for service of process... $ (2) The secretary of state shall collect the following fees for copying 30 and certifying a copy of any document filed under this chapter: 31 (a) Twenty-five cents (25 ) per page for copying; and 32 (b) Twenty dollars ($20.00) for a certificate ADDRESSES IN FILINGS. Whenever a provision of this chapter other 34 than section (1)(d), Idaho Code, requires that a filing state an 35 address, the filing must state: 36 (1) An actual street address or rural route box number in this state; and 37 (2) A mailing address in this state, if different from the address under 38 subsection (1) of this section APPOINTMENT OF REGISTERED AGENT. (1) A registered agent filing 40 must state: 41 (a) The name of the represented entity's commercial registered agent; or 42 (b) If the entity does not have a commercial registered agent: 43 (i) The name and street address of the entity's noncommercial regis- 44 tered agent; or 45 (ii) The title of an office or other position with the entity if ser- 46 vice of process is to be sent to the person holding that office or 47 position, and the street address of the business office of that per- 48 son. 49 (2) The appointment of a registered agent pursuant to subsection (1)(a) 50 or (b)(i) of this section is an affirmation by the represented entity that the

7 Page 7 of agent has consented to serve as such. 52 (3) The secretary of state shall make available in a record as soon as 6 1 practicable a daily list of filings that contain the name of a registered 2 agent. The list must: 3 (a) Be available for at least fourteen (14) calendar days; 4 (b) List in alphabetical order the names of the registered agents; and 5 (c) State the type of filing and name of the represented entity making 6 the filing LISTING OF COMMERCIAL REGISTERED AGENT. (1) An individual or a 8 domestic or foreign entity may become listed as a commercial registered agent 9 by filing with the secretary of state a commercial registered agent listing 10 statement signed by or on behalf of the person which states: 11 (a) The name of the individual or the name, type, and jurisdiction of 12 organization of the entity; 13 (b) That the person is in the business of serving as a commercial regis- 14 tered agent in this state; and 15 (c) The street address of a place of business of the person in this state 16 to which service of process and other notice and documents being served on 17 or sent to entities represented by it may be delivered. 18 (2) A commercial registered agent listing statement may include the 19 information regarding acceptance of service of process in a record by the com- 20 mercial registered agent provided for in section (4), Idaho Code. 21 (3) If the name of a person filing a commercial registered agent listing 22 statement is not distinguishable on the records of the secretary of state from 23 the name of another commercial registered agent listed under this section, the 24 person must adopt a fictitious name that is distinguishable and use that name 25 in its statement when it does business in this state as a commercial regis- 26 tered agent. 27 (4) A commercial registered agent listing statement takes effect upon 28 filing. 29 (5) The secretary of state shall note the filing of the commercial regis- 30 tered agent listing statement in the index of filings maintained by the secre- 31 tary of state for each entity represented by the registered agent at the time 32 of the filing. The statement has the effect of deleting the address of the 33 registered agent from the registered agent filing of each of those entities TERMINATION OF LISTING OF COMMERCIAL REGISTERED AGENT. (1) A com- 35 mercial registered agent may terminate its listing as a commercial registered 36 agent by filing with the secretary of state a commercial registered agent ter- 37 mination statement signed by or on behalf of the agent which states: 38 (a) The name of the agent as currently listed under section , Idaho 39 Code; and 40 (b) That the agent is no longer in the business of serving as a commer- 41 cial registered agent in this state. 42 (2) A commercial registered agent termination statement takes effect on 43 the thirty-first day after the day on which it is filed. 44 (3) The commercial registered agent shall promptly furnish each entity 45 represented by it with notice in a record of the filing of the commercial reg- 46 istered agent termination statement. 47 (4) When a commercial registered agent termination statement takes 48 effect, the registered agent ceases to be an agent for service of process on 49 each entity formerly represented by it. Until an entity formerly represented 50 by a terminated commercial registered agent appoints a new registered agent, 51 service of process may be made on the entity as provided in section , 52 Idaho Code. Termination of the listing of a commercial registered agent under 53 this section does not affect any contractual rights a represented entity may

8 Page 8 of have against the agent or that the agent may have against the entity CHANGE OF REGISTERED AGENT BY ENTITY. (1) A represented entity 3 may change the information currently on file under section (1), Idaho 4 Code, by filing with the secretary of state a statement of change signed on 5 behalf of the entity which states: 6 (a) The name of the entity; and 7 (b) The information that is to be in effect as a result of the filing of 8 the statement of change. 9 (2) The interest holders or governors of a domestic entity need not 10 approve the filing of: 11 (a) A statement of change under this section; or 12 (b) A similar filing changing the registered agent or registered office 13 of the entity in any other jurisdiction. 14 (3) The appointment of a registered agent pursuant to subsection (1) of 15 this section is an affirmation by the represented entity that the agent has 16 consented to serve as such. 17 (4) A statement of change filed under this section takes effect upon fil- 18 ing. 19 (5) As an alternative to using the procedures in this section, a repre- 20 sented entity may change the information currently on file under section (1), Idaho Code, by amending its most recent registered agent filing in 22 the manner provided by the laws of this state other than this chapter for 23 amending that filing CHANGE OF NAME OR ADDRESS BY NONCOMMERCIAL REGISTERED AGENT. (1) 25 If a noncommercial registered agent changes its name or its address as cur- 26 rently in effect with respect to a represented entity pursuant to section (1), Idaho Code, the agent shall file with the secretary of state, with 28 respect to each entity represented by the agent, a statement of change signed 29 by or on behalf of the agent which states: 30 (a) The name of the entity; 31 (b) The name and address of the agent as currently in effect with respect 32 to the entity; 33 (c) If the name of the agent has changed, its new name; and 34 (d) If the address of the agent has changed, the new address. 35 (2) A statement of change filed under this section takes effect upon fil- 36 ing. 37 (3) A noncommercial registered agent shall promptly furnish the repre- 38 sented entity with notice in a record of the filing of a statement of change 39 and the changes made by the filing CHANGE OF NAME, ADDRESS, OR TYPE OF ORGANIZATION BY COMMERCIAL 41 REGISTERED AGENT. (1) If a commercial registered agent changes its name, its 42 address as currently listed under section (1), Idaho Code, or its type 43 or jurisdiction of organization, the agent shall file with the secretary of 44 state a statement of change signed by or on behalf of the agent which states: 45 (a) The name of the agent as currently listed under section (1), 46 Idaho Code; 47 (b) If the name of the agent has changed, its new name; 48 (c) If the address of the agent has changed, the new address; and 49 (d) If the type or jurisdiction of organization of the agent has changed, 50 the new type or jurisdiction of organization. 51 (2) The filing of a statement of change under subsection (1) of this sec- 52 tion is effective to change the information regarding the commercial regis- 1 tered agent with respect to each entity represented by the agent. 8

9 Page 9 of 51 2 (3) A statement of change filed under this section takes effect upon fil- 3 ing. 4 (4) A commercial registered agent shall promptly furnish each entity rep- 5 resented by it with notice in a record of the filing of a statement of change 6 relating to the name or address of the agent and the changes made by the fil- 7 ing. 8 (5) If a commercial registered agent changes its address without filing a 9 statement of change as required by this section, the secretary of state may 10 cancel the listing of the agent under section , Idaho Code. A cancella- 11 tion under this subsection has the same effect as a termination under section , Idaho Code. Promptly after canceling the listing of an agent, the 13 secretary of state shall serve notice in a record in the manner provided in 14 section (2) or (3), Idaho Code, on: 15 (a) Each entity represented by the agent, stating that the agent has 16 ceased to be an agent for service of process on the entity and that, until 17 the entity appoints a new registered agent, service of process may be made 18 on the entity as provided in section , Idaho Code; and 19 (b) The agent, stating that the listing of the agent has been canceled 20 under this section RESIGNATION OF REGISTERED AGENT. (1) A registered agent may 22 resign at any time with respect to a represented entity by filing with the 23 secretary of state a statement of resignation signed by or on behalf of the 24 agent which states: 25 (a) The name of the entity; 26 (b) The name of the agent; 27 (c) That the agent resigns from serving as agent for service of process 28 for the entity; and 29 (d) The name and address of the person to which the agent will send the 30 notice required by subsection (3) of this section. 31 (2) A statement of resignation takes effect on the earlier of the thirty- 32 first day after the day on which it is filed or the appointment of a new reg- 33 istered agent for the represented entity. 34 (3) The registered agent shall promptly furnish the represented entity 35 notice in a record of the date on which a statement of resignation was filed. 36 (4) When a statement of resignation takes effect, the registered agent 37 ceases to have responsibility for any matter tendered to it as agent for the 38 represented entity. A resignation under this section does not affect any con- 39 tractual rights the entity has against the agent or that the agent has against 40 the entity. 41 (5) A registered agent may resign with respect to a represented entity 42 whether or not the entity is in good standing APPOINTMENT OF AGENT BY NONFILING OR NONQUALIFIED FOREIGN ENTITY. 44 (1) A domestic entity that is not a filing entity or a nonqualified foreign 45 entity may file with the secretary of state a statement appointing an agent 46 for service of process signed on behalf of the entity which states: 47 (a) The name, type, and jurisdiction of organization of the entity; and 48 (b) The information required by section (1), Idaho Code. 49 (2) A statement appointing an agent for service of process takes effect 50 upon filing. 51 (3) The appointment of a registered agent under this section does not 52 qualify a nonqualified foreign entity to do business in this state and is not 53 sufficient alone to create personal jurisdiction over the nonqualified foreign 9 1 entity in this state. 2 (4) A statement appointing an agent for service of process may not be 3 rejected for filing because the name of the entity filing the statement is not 4 distinguishable on the records of the secretary of state from the name of

10 Page 10 of 51 5 another entity appearing in those records. The filing of a statement appoint- 6 ing an agent for service of process does not make the name of the entity fil- 7 ing the statement unavailable for use by another entity. 8 (5) An entity that has filed a statement appointing an agent for service 9 of process may cancel the statement by filing a statement of cancellation, 10 which shall take effect upon filing, and must state the name of the entity and 11 that the entity is canceling its appointment of an agent for service of proc- 12 ess in this state. A statement appointing an agent for service of process 13 which has not been canceled earlier is effective for a period of five (5) 14 years after the date of filing. 15 (6) A statement appointing an agent for service of process for a 16 nonqualified foreign entity terminates automatically on the date the entity 17 becomes a qualified foreign entity SERVICE OF PROCESS ON ENTITIES. (1) A registered agent is an 19 agent of the represented entity authorized to receive service of any process, 20 notice, or demand required or permitted by law to be served on the entity. 21 (2) If an entity that previously filed a registered agent filing with the 22 secretary of state no longer has a registered agent, or if its registered 23 agent cannot with reasonable diligence be served, the entity may be served by 24 registered or certified mail, return receipt requested, addressed to the gov- 25 ernors of the entity by name at its principal office in accordance with any 26 applicable judicial rules and procedures. The names of the governors and the 27 address of the principal office may be as shown in the most recent annual 28 report filed with the secretary of state. Service is perfected under this sub- 29 section at the earliest of: 30 (a) The date the entity receives the mail; 31 (b) The date shown on the return receipt, if signed on behalf of the 32 entity; or 33 (c) Five (5) days after its deposit with the United States postal ser- 34 vice, if correctly addressed and with sufficient postage. 35 (3) If process, notice, or demand cannot be served on an entity pursuant 36 to subsection (1) or (2) of this section, service of process may be made by 37 handing a copy to the manager, clerk, or other person in charge of any regular 38 place of business or activity of the entity if the person served is not a 39 plaintiff in the action. 40 (4) Service of process, notice, or demand on a registered agent must be 41 in the form of a written document, except that service may be made on a com- 42 mercial registered agent in such other forms of a record, and subject to such 43 requirements as the agent has stated from time to time in its listing under 44 section , Idaho Code, that it will accept. 45 (5) Service of process, notice, or demand may be perfected by any other 46 means prescribed by law other than this chapter DUTIES OF REGISTERED AGENT. The only duties under this chapter of 48 a registered agent that has complied with this chapter are: 49 (1) To forward to the represented entity at the address most recently 50 supplied to the agent by the entity any process, notice, or demand that is 51 served on the agent; 52 (2) To provide the notices required by this chapter to the entity at the 53 address most recently supplied to the agent by the entity; 10 1 (3) If the agent is a noncommercial registered agent, to keep current the 2 information required by section (1), Idaho Code, in the most recent reg- 3 istered agent filing for the entity; 4 (4) If the agent is a commercial registered agent, to keep current the 5 information listed for it under section (1), Idaho Code; and 6 (5) To have an individual available during normal business hours at the 7 registered agent's street address to accept service of process and other

11 Page 11 of 51 8 notices and documents JURISDICTION AND VENUE. The appointment or maintenance in this 10 state of a registered agent does not by itself create the basis for personal 11 jurisdiction over the represented entity in this state. The address of the 12 agent does not determine venue in an action or proceeding involving the 13 entity CONSISTENCY OF APPLICATION. In applying and construing this chap- 15 ter, consideration must be given to the need to promote consistency of the law 16 with respect to its subject matter among states that enact it RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE 18 ACT. This chapter modifies, limits, and supersedes the federal electronic sig- 19 natures in global and national commerce act, 15 U.S.C. section 7001, et seq., 20 but does not modify, limit, or supersede section 101 of that act, 15 U.S.C. 21 section 7001(c), or authorize delivery of any of the notices described in sec- 22 tion 103 of that act, 15 U.S.C. section 7003(b) SAVINGS CLAUSE. This chapter does not affect an action or pro- 24 ceeding commenced or right accrued before July 1, SECTION 2. That Section , Idaho Code, be, and the same is hereby 26 amended to read as follows: REQUIREMENTS FOR DOCUMENTS -- EXTRINSIC FACTS. (1) A document 28 must satisfy the requirements of this section, and of any other section that 29 adds to or varies these requirements, to be entitled to filing by the secre- 30 tary of state. 31 (2) This chapter must require or permit filing the document in the office 32 of the secretary of state. 33 (3) The document must contain the information required by this chapter. 34 It may contain other information as well. 35 (4) The document must be typewritten or printed or, if electronically 36 transmitted, it must be in a format that can be retrieved or reproduced in 37 typewritten or printed form. 38 (5) The document must be in the English language. A corporate name need 39 not be in English if written in English letters or Arabic or Roman numerals, 40 and the certificate of existence required of foreign corporations need not be 41 in English if accompanied by a reasonably authenticated English translation. 42 (6) Except as otherwise permitted by section , Idaho Code, the 43 document must be executed: 44 (a) By the chairman of the board of directors of a domestic or foreign 45 corporation, by its president, or by another of its officers; 46 (b) If directors have not been selected or the corporation has not been 47 formed, by an incorporator; or 48 (c) If the corporation is in the hands of a receiver, trustee or other 49 court-appointed fiduciary, by that fiduciary (7) The person executing the document shall sign it and state beneath or 2 opposite his signature his name and the capacity in which he signs. The docu- 3 ment may but need not contain a corporate seal, attestation, acknowledgment or 4 verification. 5 (8) If the secretary of state has prescribed a mandatory form for the 6 document under section , Idaho Code, the document must be in or on the 7 prescribed form. 8 (9) The document must be delivered to the office of the secretary of 9 state for filing. Delivery may be made by electronic transmission if and to 10 the extent permitted by the secretary of state. If it is filed in typewritten

12 Page 12 of or printed form and not transmitted electronically, the secretary of state may 12 require one (1) exact or conformed copy to be delivered with the document, 13 except as provided in sections and , Idaho Code. 14 (10) When the document is delivered to the office of the secretary of 15 state for filing, the correct filing fee, and any other fee or penalty 16 required to be paid therewith by this chapter or other law must be paid or 17 provision for payment made in a manner permitted by the secretary of state. 18 (11) Whenever a provision of this chapter permits any of the terms of a 19 plan or a filed document to be dependent upon facts objectively ascertainable 20 outside the plan or filed document, the following provisions apply: 21 (a) The manner in which the facts will operate upon the terms of the plan 22 or filed document shall be set forth in the plan or filed document. 23 (b) The facts may include, but are not limited to: 24 (i) Any of the following that are available in a nationally recog- 25 nized news or information medium either in print or electronically: 26 statistical or market indices, market prices of any security or group 27 of securities, interest rates, currency exchange rates, or similar 28 economic or financial data; 29 (ii) A determination or action by any person or body, including the 30 corporation or any other party to a plan or filed document; or 31 (iii) The terms of, or actions taken under, an agreement or document 32 to which the corporation is a party, or any other agreement or docu- 33 ment. 34 (c) As used in this subsection: 35 (i) "Filed document" means a document filed with the secretary of 36 state under any provision of this chapter except part 15 or section , Idaho Code; and 38 (ii) "Plan" means a plan of domestication, merger or share exchange. 39 (d) The following provisions of a plan or filed document may not be made 40 dependent upon facts outside the plan or filed document: 41 (i) The name and address of any person required in a filed docu- 42 ment; 43 (ii) The registered office of any entity required in a filed docu- 44 ment; 45 (iii) The registered agent of any entity required in a filed docu- 46 ment; 47 (iv) The number of authorized shares and designation of each class 48 or series of shares; 49 (v) The effective date of a filed document; 50 (vi) Any required statement in a filed document of the date on which 51 the underlying transaction was approved or the manner in which that 52 approval was given. 53 (e) If a provision of a filed document is made dependent upon a fact 54 ascertainable outside of the filed document, and that fact is not ascer- 55 tainable by reference to a source described in subsection (11)(b)(i) of 12 1 this section or a document that is a matter of public record, or the 2 affected shareholders have not received notice of the fact from the corpo- 3 ration, then the corporation shall file with the secretary of state arti- 4 cles of amendment setting forth the fact promptly after the time when the 5 fact referred to is first ascertainable or thereafter changes. Articles of 6 amendment under this subsection (11)(e) are deemed to be authorized by the 7 authorization of the original filed document or plan to which they relate 8 and may be filed by the corporation without further action by the board of 9 directors or the shareholders. 10 SECTION 3. That Section , Idaho Code, be, and the same is hereby 11 amended to read as follows:

13 Page 13 of FILING, SERVICE, AND COPYING FEES. (1) The secretary of state 13 shall collect the following fees when the documents described in this subsec- 14 tion are delivered to him for filing: 15 Document Fee 16 (a) Articles of incorporation...$ (b) Application for use of deceptively similar name...$ (c) Application for reserved name...$ (d) Notice of transfer of reserved name...$ (e) Application for registered name...$ (f) Application for renewal of registered name...$ (g) Corporation's statement of change of registered agent or registered 23 office or both... No fee 24 (h) Agent's statement of change of registered office for each affected 25 corporation... No fee 26 (i) Agent's statement of resignation... No fee 27 (j) Amendment of articles of incorporation...$ (kh) Restatement of articles of incorporation with amendment of articles 29...$ (li) Articles of merger or share exchange...$ (mj) Articles of dissolution...$ (nk) Articles of revocation of dissolution...$ (ol) Certificate of administrative dissolution...no fee 34 (pm) Application for reinstatement following administrative dissolution 35...$ (qn) Certificate of reinstatement... No fee 37 (ro) Certificate of judicial dissolution... No fee 38 (sp) Application for certificate of authority...$ (tq) Application for amended certificate of authority...$ (ur) Application for certificate of withdrawal...$ (vs) Certificate of revocation of authority to transact business...no fee 42 (wt) Annual report...no fee 43 (xu) Articles of correction...$ (yv) Certificate of existence or authorization...$ (zw) Any other document required or permitted to be filed by this chapter 46...$ (aax) Any document when the filing party requires the certificate there- 48 for to be returned within eight (8) working hours, a surcharge of..$ (bby) Any nontyped document which requires a fee, a surcharge of..$ (2) The secretary of state shall collect a fee of ten dollars ($10.00) 51 each time process is served on him under this chapter. The party to a pro- 52 ceeding causing service of process is entitled to recover this fee as costs if 53 he prevails in the proceeding (3) The secretary of state shall collect the following fees for copying 2 and certifying the copy of any filed document relating to a domestic or for- 3 eign corporation: 4 (a) Twenty-five cents (25 ) per page for copying; and 5 (b) Ten dollars ($10.00) for the certificate. 6 SECTION 4. That Section , Idaho Code, be, and the same is hereby 7 amended to read as follows: FILING DUTY OF SECRETARY OF STATE. (1) If a document delivered 9 to the office of the secretary of state for filing satisfies the requirements 10 of section , Idaho Code, the secretary of state shall file it. 11 (2) The secretary of state files a document by recording it as filed on 12 the date and time of receipt. After filing a document, except as provided in 13 sections and , Idaho Code, the secretary of state shall 14 deliver to the domestic or foreign corporation or its representative a copy of

14 Page 14 of the document with an acknowledgment of the date and time of filing. 16 (3) If the secretary of state refuses to file a document, he shall return 17 it to the domestic or foreign corporation or its representative within five 18 (5) days after the document was delivered, together with a brief, written 19 explanation of the reason for his refusal. 20 (4) The secretary of state's duty to file documents under this section is 21 ministerial. His filing or refusing to file a document does not: 22 (a) Affect the validity or invalidity of the document in whole or part; 23 (b) Relate to the correctness or incorrectness of information contained 24 in the document; 25 (c) Create a presumption that the document is valid or invalid or that 26 information contained in the document is correct or incorrect. 27 SECTION 5. That Section , Idaho Code, be, and the same is hereby 28 amended to read as follows: NOTICE. (1) Notice under this chapter must be in writing unless 30 oral notice is reasonable under the circumstances. Notice by electronic 31 transmission is written notice. 32 (2) Notice may be communicated in person; by mail or other method of 33 delivery; or by telephone, voice mail or other electronic means. If these 34 forms of personal notice are impracticable, notice may be communicated by a 35 newspaper of general circulation in the area where published, or by radio, 36 television, or other form of public broadcast communication. 37 (3) Written notice by a domestic or foreign corporation to its share- 38 holder, if in a comprehensible form, is effective: 39 (a) Upon deposit in the United States mail, if mailed postpaid and cor- 40 rectly addressed to the shareholder's address shown in the corporation's 41 current record of shareholders; or 42 (b) When electronically transmitted to the shareholder in a manner autho- 43 rized by the shareholders. 44 (4) Written notice to a domestic or foreign corporation, authorized to 45 transact business in this state, may be addressed to its registered agent at 46 its registered office or to the corporation or its secretary at its 47 correspondance correspondence address shown in its most recent annual report 48 or, in the case of a foreign corporation that has not yet delivered an annual 49 report, in its application for a certificate of authority. 50 (5) Except as provided in subsection (3) of this section, written notice, 51 if in a comprehensible form, is effective at the earliest of the following: 14 1 (a) When received; 2 (b) Five (5) days after its deposit in the United States mail, if mailed 3 postpaid and correctly addressed; 4 (c) On the date shown on the return receipt, if sent by registered or 5 certified mail, return receipt requested, and the receipt is signed by or 6 on behalf of the addressee. 7 (6) Oral notice is effective when communicated if communicated in a com- 8 prehensible manner. 9 (7) If this chapter prescribes notice requirements for particular circum- 10 stances, those requirements govern. If articles of incorporation or bylaws 11 prescribe notice requirements, not inconsistent with this section or other 12 provisions of this chapter, those requirements govern. 13 SECTION 6. That Section , Idaho Code, be, and the same is hereby 14 amended to read as follows: ARTICLES OF INCORPORATION. (1) The articles of incorporation 16 must set forth: 17 (a) A corporate name for the corporation that satisfies the requirements

15 Page 15 of of section , Idaho Code; 19 (b) The number of shares the corporation is authorized to issue; 20 (c) The street address of the corporation's initial registered office and 21 the name of its initial registered agent at that office information 22 required by section (1), Idaho Code; and 23 (d) The name and address of each incorporator. 24 (2) The articles of incorporation may set forth: 25 (a) The names and addresses of the individuals who are to serve as the 26 initial directors; 27 (b) Provisions not inconsistent with law regarding: 28 (i) The purpose or purposes for which the corporation is organized, 29 (ii) Managing the business and regulating the affairs of the corpo- 30 ration, 31 (iii) Defining, limiting and regulating the powers of the corpora- 32 tion, its board of directors, and shareholders, 33 (iv) A par value for authorized shares or classes of shares, 34 (v) The imposition of personal liability on shareholders for the 35 debts of the corporation to a specified extent and upon specified 36 conditions; 37 (c) Any provision that under this chapter is required or permitted to be 38 set forth in the bylaws; 39 (d) A provision eliminating or limiting the liability of a director to 40 the corporation or its shareholders for money damages for any action 41 taken, or any failure to take any action, as a director, except liability 42 for: 43 (i) The amount of a financial benefit received by a director to 44 which he is not entitled, 45 (ii) An intentional infliction of harm on the corporation or the 46 shareholders, 47 (iii) A violation of section , Idaho Code, or 48 (iv) An intentional violation of criminal law; and 49 (e) A provision permitting or making obligatory indemnification of a 50 director for liability, as defined in section (5), Idaho Code, to 51 any person for any action taken, or any failure to take any action, as a 52 director, except liability for: 53 (i) Receipt of a financial benefit to which he is not entitled, 15 1 (ii) An intentional infliction of harm on the corporation or its 2 shareholders, 3 (iii) A violation of section , Idaho Code, or 4 (iv) An intentional violation of criminal law. 5 (3) The articles of incorporation need not set forth any of the corporate 6 powers enumerated in this chapter. 7 (4) Provisions of the articles of incorporation may be made dependent 8 upon facts objectively ascertainable outside the articles of incorporation in 9 accordance with section (11), Idaho Code. 10 SECTION 7. That Sections , , and , Idaho 11 Code, be, and the same are hereby repealed. 12 SECTION 8. That Section , Idaho Code, be, and the same is hereby 13 amended to read as follows: COURT-ORDERED MEETING. (1) The Idaho district court of the 15 county where a corporation's principal office is located, or, if none in this 16 state, its registered office, is located Ada county, may summarily order a 17 meeting to be held: 18 (a) On application of any shareholder of the corporation entitled to par- 19 ticipate in an annual meeting if an annual meeting was not held within