§ 30-1-101 — 30-1-141. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-101 et seq.

§ 30-1-201 — 30-1-207. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-201 et seq.

§ 30-1-301 — 30-1-304. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-301 et seq.

§ 30-1-401 — 30-1-403. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-301 et seq.

§ 30-1-501 — 30-1-504. [Repealed.]

Repealed by S.L. 2007, ch. 314, § 7, effective July 1, 2007.

§ 30-1-601 — 30-1-640. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-601 et seq.

§ 30-1-701 — 30-1-747. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-701 et seq.

§ 30-1-801 — 30-1-863. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-801 et seq.

§ 30-1-901 — 30-1-924. [Repealed.]

§ 30-1-1001 — 30-1-1022. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1001 et seq.

§ 30-1-1100 — 30-1-1108. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1101 et seq.

§ 30-1-1201, 30-1-1202. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1201 et seq.

§ 30-1-1301 — 30-1-1331. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1301 et seq.

§ 30-1-1401 — 30-1-1440. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1401 et seq.

§ 30-1-1501 — 30-1-1532. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-501 et seq.

§ 30-1-1601 — 30-1-1622. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1601 et seq.

§ 30-1-1701 — 30-1-1704. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-29-1701 et seq.

§ 30-201. Franchise may be levied upon.

For the satisfaction of any judgment against a person, firm, association, company, or corporation authorized to receive tolls, its franchise and all the rights and privileges thereof, may be levied upon and sold under execution in the same manner and with like effect as any other property.

§ 30-202. Purchaser to conduct business.

The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such person, firm, association, company or corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same as hereinafter provided.

§ 30-203. Actions by purchaser.

The purchaser or his assignee is entitled to recover any penalties imposed by law and recoverable by the person, firm, association, company or corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same and may use the name of the person, firm, association, company, or corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had, is a bar to any subsequent action by or on behalf of the person, firm, association, company, or corporation for the same.

§ 30-204. Effect of sale.

The person, firm, association, company, or corporation whose franchise is sold, as in this chapter provided, in all other respects retains the same powers, is bound to discharge the same duties, and is liable to the same penalties and forfeitures as before such sale.

§ 30-205. Redemption from sale.

The person, firm, association, company, or corporation may, at any time within one (1) year after such sale, redeem the franchise by paying or tendering to the purchaser thereof the sum paid therefor, with ten per cent (10%) interest thereon, but without any allowance for the toll which he may in the meantime have received; and upon such payment or tender, the franchise and all the rights and privileges thereof revert and belong to the person, firm, association, company, or corporation, as if no such sale had been made.

§ 30-206. Place of sale.

The sale of any franchise under execution must be made in the county in which the person, firm, association, company, or corporation has its principal place of business.

§ 30-3-1 — 30-3-145. [Repealed.]

Repealed by S.L. 2015, ch. 337, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-30-101 et seq.

§ 30-401. Short title. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015.

§ 30-402. Definitions. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-401.

§ 30-403. Fees. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-214.

§ 30-404. Addresses in filings. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-403.

§ 30-405. Appointment of registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-404.

§ 30-406. Listing of commercial registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-405.

§ 30-407. Termination of listing of commercial registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-406.

§ 30-408. Change of registered agent by entity. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-407.

§ 30-409. Change of name or address by noncommercial registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-408.

§ 30-410. Change of name, address, or type of organization by commercial registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-409.

§ 30-411. Resignation of registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-410.

§ 30-412. Appointment of agent by nonfiling or nonqualified foreign entity. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-411.

§ 30-413. Service of process on entities. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-412.

§ 30-414. Duties of registered agent. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-413.

§ 30-415. Jurisdiction and venue. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-414.

§ 30-416. Consistency of application. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-703.

§ 30-417. Relation to electronic signatures in global and national commerce act. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-704.

§ 30-418. Savings clause. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 1, effective July 1, 2015. For present comparable provisions, see§ 30-21-705.

§ 30-501. Corporations — Constitution of the state of Idaho.

Every corporation organized for any lawful purpose or purposes, whether a general business corporation or a designated class of corporation, shall, by the act of filing incorporation documents with the state of Idaho, acknowledge and accept the provisions of the constitution of the state of Idaho as binding upon that corporation.

§ 30-502 — 30-515. Foreign corporations — Filing requirements, liability, etc. [Repealed.]

§ 30-516, 30-517. Mortgage or deed of trust on real property. [Repealed.]

§ 30-518 — 30-521. Purpose of act — Doing business — Mergers. [Repealed.]

§ 30-6-101 — 30-6-114. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-101 et seq.

§ 30-6-201 — 30-6-210. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-201 et seq.

§ 30-6-301 — 30-6-304. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-301 et seq.

§ 30-6-401 — 30-6-410. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-401 et seq.

§ 30-6-501 — 30-6-504. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-501 et seq.

§ 30-6-601 — 30-6-603. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-601 et seq.

§ 30-6-701 — 36-6-708. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-701 et seq.

§ 30-6-801 — 30-6-809. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-501 et seq.

§ 30-6-901 — 36-9-906. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-25-801 et seq.

§ 30-6-1001, 1002. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-22-101 et seq.

§ 30-6-1101 — 30-6-1104. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 2, as amended by S.L. 2015, ch. 337, § 4, effective July 1, 2017. For present comparable provisions, see§ 30-21-701 et seq.

§ 30-701. License to take tolls.

When a corporation is formed for the construction and maintenance of a bridge, ferry, flume or boom, or for two (2) or more of said purposes, it must not take tolls on or for the same until authority is granted therefor by the boards of county commissioners of the county or counties where its flume or abutments, landings or anchorages are situate. But after such authority is granted it may demand and receive such tolls as it is so authorized to take, and may, when necessary, secure the right of way for its flume, and the necessary chutes, raceways, landings, abutments and anchorages under the provisions of the Code of Civil Procedure.

§ 30-702. When franchise ceases.

Every such corporation hereafter organized ceases to be a body corporate:

1. If, within two (2) years from filing its articles of incorporation it has not commenced the construction of its bridge, flume or boom, as the case may be, and if within three (3) years from such filing its bridge or boom is not completed.
2. If, when the bridge or boom of such corporation is destroyed, it is not reconstructed and ready for use within two (2) years thereafter.
3. If the ferry of any such corporation is not in running order within four (4) months after authority to take tolls thereon is obtained, or if at any time thereafter it ceases, for a like term consecutively, to perform the duties imposed by law.

§ 30-703. Application to individuals.

When a bridge, ferry, flume or boom is operated or owned by a natural person, this chapter is applicable to such person in like manner as it is applicable to corporations.

§ 30-801. Contracts for municipal water supply.

No corporation formed to supply any city or town with water must do so unless previously authorized by an ordinance of the authorities thereof, or unless it is done in conformity with a contract entered into between the city or town and the corporation. Contracts so made are valid and binding in law, but an exclusive right must not be granted. No contract or grant must be made for a term exceeding fifty (50) years.

§ 30-802. Right of way granted.

Any corporation created under the provisions of this title for the purposes named in this chapter, subject to the reasonable rules and directions of the city or town authorities as to the mode or manner of using such right of way within the city or town, and subject to the reasonable rules and directions of the board of county commissioners as to the mode and manner of using any right of way outside the corporate limits of such city or town, may use so much of the streets, alleys and ways in any city or town, or the public roads and highways within the county, as may be necessary for the laying of pipes for conducting water to its consumers, or the building and maintaining of ditches, canals, pipes, flumes and aqueducts in conducting water from outside points to the corporate limits of said city or town.

§ 30-803. Works not to obstruct highways.

All waterworks must be so laid and constructed as not to obstruct public highways.

§ 30-804. Water users’ associations — Exemptions from taxes.

Any water users’ association which is organized in conformity with the requirements of the United States under the Reclamation Act of June 17, 1902, and which, under its articles of incorporation, is authorized to furnish water only to its stockholders, shall be governed by the provisions of the Idaho Nonprofit Corporation Act.

§ 30-805. Water users’ associations

Record of articles and subscriptions. [Repealed.]

§ 30-806. Annual report of irrigation companies. [Repealed.]

Repealed by S.L. 2019, ch. 190, § 9, effective July 1, 2019.

§ 30-901. Short title.

1. This chapter shall be known and may be cited as the “Idaho Escrow Act.”
2. It is the intent of the legislature that the escrow industry be supervised and regulated by the department of finance in order to protect the citizens of the state and to provide that the business practices of the escrow industry are fair and orderly, with due regard to the ultimate consumers in this important area of property protection.

§ 30-902. Definitions.

As used in this chapter and in rules promulgated pursuant to this chapter:

1. “Act” means the “Idaho Escrow Act,” chapter 9, title 30, Idaho Code.
2. “Department” means the Idaho department of finance.
3. “Director” means the director of the Idaho department of finance.
4. “Escrow” means any transaction in which any person, for the purpose of effecting the sale, transfer, encumbrance, or lease of real or personal property to another person, delivers any written instrument, money, evidence of title to real or personal property, or other thing of value to a third person to be held by that third person until the happening of a specified event or the performance of a prescribed condition, when the instrument, money, evidence of title or thing of value is then to be delivered by the third person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee, bailor, or any agent or employee of any of the latter, pursuant to written instructions.
5. “Escrow agency” means any person engaged in the business of accepting or receiving escrows for deposit or delivery by any means, including over the internet, or by any other electronic means.
6. “Escrow agent” means any person engaged in the business of accepting or receiving escrows for deposit or delivery on behalf of an escrow agency.
7. “License” means a license issued pursuant to this chapter.
8. “Licensee” means a person holding a valid license as an escrow agency under this chapter.
9. “Person” means an individual, cooperative, association, company, firm, partnership, corporation, limited liability company, or other legal entity, or the plural thereof, whether or not resident, nonresident or citizen.

§ 30-903. License required.

1. It shall be unlawful for any person to directly or indirectly engage in or carry on, or purport to engage in or carry on, the business of, or act in the capacity of, an escrow agency in or from Idaho without first obtaining a license under this chapter.
2. The requirements of this chapter shall also apply to any escrow transaction effecting the sale, transfer, encumbrance or lease to another person of any real or personal property located in Idaho.

§ 30-904. Place of business.

No licensee under this chapter shall engage in the escrow business at any place of business for which it does not hold a license, nor shall it engage in business under any other name than that on the license. Every escrow agency licensed under this chapter shall maintain a home office as its principal location for the transaction of escrow business. The director may, on application, issue additional branch licenses to the same escrow agency licensee upon compliance with all the provisions of this chapter governing the issuance of a single escrow agency license.

§ 30-905. Exempt persons and transactions.

The requirements of this chapter do not apply to:

1. Any person licensed to practice law in this state while engaged in the performance of his professional duties, except an attorney or law firm actively engaging in a separate business as an escrow agency;
2. Any person licensed or chartered under the laws of any state or of the United States as a bank, savings and loan association, credit union or industrial loan company as well as wholly-owned subsidiaries and affiliates of such organizations;
3. Title insurance companies having a valid certificate of authority, and title insurance agents having a valid license as a title insurance agent, issued by the Idaho department of insurance;
4. Any real estate company, broker or salesperson licensed by and subject to the jurisdiction of the Idaho real estate commission, while performing acts in the course of or incidental to sales or purchases of real or personal property handled or negotiated by such real estate company, broker or salesperson;
5. Any receiver, trustee in bankruptcy, executor, administrator, guardian or other person acting under the supervision or order of any court of this state or of any federal court;
6. A person licensed in this state as a certified public accountant while engaged in the performance of his professional duties who is not actively engaged in a separate business as an escrow agency;
7. Any state or federally chartered nondepository financial institution;
8. Regulated lenders subject to the requirements of the Idaho credit code, chapters 41 through 46, title 28, Idaho Code, to the extent not engaged in a separate business as an escrow agency;
9. Agencies of the United States and agencies of this state and their political subdivisions;
10. Mortgage brokers and mortgage lenders subject to the requirements of the Idaho residential mortgage practices act, chapter 31, title 26, Idaho Code, to the extent not engaged in a separate business as an escrow agency; or
11. A mortgage company to the extent that such mortgage company is regularly engaged in the business of a mortgage company as defined in the mortgage company act, chapter 28, title 26, Idaho Code.

§ 30-906. Exemption — Burden of proof.

In any proceeding or action under this chapter, the burden of proving an exemption from the requirements of this chapter is upon the person claiming the exemption.

§ 30-907. Director’s issuance or denial of license.

1. The director shall receive and act upon all applications for licenses to engage in business as an escrow agency under this chapter. If the director finds that all requirements of statute and rule have been met and all applicable fees paid, and the applicant is not otherwise unqualified for licensure, the director shall issue a license to the applicant.
2. An application for a license as an escrow agency shall be in writing and filed with the director in such form as is prescribed by the director, shall include such information as the director may reasonably require, and shall be verified on oath by the applicant. Such information shall be updated and filed with the director as necessary to keep the information current. The application for licensure shall be accompanied by an application fee of three hundred fifty dollars ($350). When an application for licensure is denied or withdrawn, the director shall retain all fees paid by the applicant.
3. An application for an escrow agency license under this chapter may be denied if the director finds that:
   1. The escrow agency’s business was or will be formed for any business other than legitimate escrow services, or proposes to use a name that is misleading or in conflict with the name of an existing licensee;
   2. Any incorporator, officer, director, member, general partner, employee, or agent of the escrow agency applicant has been convicted of, or received a withheld judgment for any crime or act involving dishonesty, fraud or deceit, which crime or act is substantially related to the qualifications, functions, or duties of a person engaged in an escrow business or which crime is otherwise deemed relevant in accordance with section 67-9411(1), Idaho Code;
   3. There is no natural person possessing a minimum of three (3) years of supervisory experience in relation to an escrow business supervising each escrow agency office;
   4. The applicant or any officer, director, member, general partner, employee or agent of the applicant has demonstrated lack of fitness to transact escrow business;
   5. The applicant has made any false statement of a material fact in the application for a license; or
   6. The applicant, any officer, director, member, general partner or any person owning or controlling, directly or indirectly, ten percent (10%) or more of the outstanding equity securities of the applicant has violated any provision of this chapter or rules promulgated thereunder, or any similar regulatory scheme in this state or in any foreign jurisdiction.

§ 30-908. Renewal of license.

1. On or before April 30 of each year, every licensee under this chapter shall pay an annual license renewal fee of one hundred fifty dollars ($150), and shall file with the director a renewal form containing such information as the director may require.
2. As a condition of renewal, each licensee shall file with the director a statement of its financial condition and status of its escrow transactions as of the preceding December 31. The financial statement must be in a form and contain the information prescribed by the director.
3. Each license under this chapter shall remain in full force and effect unless the licensee fails to timely satisfy the renewal requirements of this section, or the license is relinquished, suspended or revoked; provided however, branch licenses shall be terminated upon the relinquishment or revocation of a home office license. Any licensee may relinquish the license by notifying the director of its relinquishment, but this relinquishment shall not affect the licensee’s liability for acts previously committed, and may not occur after the filing of a complaint for revocation or suspension of the license.
4. Following the failure of a licensee to satisfy the renewal requirements of this section, a person previously licensed as an escrow agency may, for an additional nonrefundable fee of two hundred dollars ($200), apply for the reinstatement of its previous license provided that he satisfies the renewal requirements of this section no later than the last business day of May immediately following expiration of such license.

§ 30-909. Financial responsibility — Fidelity bond — Errors and omissions policy — Surety bond.

At the time of filing an application for an escrow agency license, and at the time of any renewal or reinstatement of such license, the applicant or licensee shall provide satisfactory evidence to the director of having obtained the following as evidence of financial responsibility:

1. A fidelity bond providing coverage in the aggregate amount of two hundred thousand dollars ($200,000) with a deductible no greater than ten thousand dollars ($10,000) covering the applicant or licensee, as well as each corporate officer, partner, managing member, escrow agent and employee of the applicant or licensee;
2. An errors and omissions policy issued to the escrow agency providing coverage in the minimum aggregate amount of fifty thousand dollars ($50,000) or, alternatively, cash or securities in such amount deposited in a depository approved by the director on condition that they be available for payment of any claim payable under an equivalent errors and omissions policy in such amount; and
3. A surety bond in an amount as set forth in paragraphs (a) through (f) of this subsection. The surety bond shall be in a form provided by the director and the applicant shall be named as principal. The bond shall be executed by the applicant as obligor and by a company authorized to do a surety business in Idaho. The bond shall be conditioned that the obligor as licensee will faithfully conform to and abide by this chapter and all rules adopted thereunder, and shall be liable for reimbursement to all persons who suffer loss by reason of a violation of this chapter or rules adopted thereunder. The surety bond provided shall be in an amount based upon the average month-end balance of the escrow trust accounts of the applicant or licensee for the preceding calendar year, in increments as described in the following subsections [paragraphs]:
   1. For average month-end escrow trust account balances of fifty thousand dollars ($50,000) or less, a surety bond in the amount of twenty thousand dollars ($20,000) is required;
   2. For average month-end escrow trust account balances of more than fifty thousand dollars ($50,000) but not more than two hundred fifty thousand dollars ($250,000), a surety bond in the amount of fifty thousand dollars ($50,000) is required;
   3. For average month-end escrow trust account balances of more than two hundred fifty thousand dollars ($250,000) but not more than five hundred thousand dollars ($500,000), a surety bond in the amount of one hundred thousand dollars ($100,000) is required;
   4. For average month-end escrow trust account balances of more than five hundred thousand dollars ($500,000) but not more than seven hundred fifty thousand dollars ($750,000), a surety bond in the amount of one hundred fifty thousand dollars ($150,000) is required;
   5. For average month-end escrow trust account balances of more than seven hundred fifty thousand dollars ($750,000) but not more than one million dollars ($1,000,000), a surety bond in the amount of two hundred thousand dollars ($200,000) is required;
   6. For average month-end escrow trust account balances of more than one million dollars ($1,000,000), a surety bond in the amount of two hundred fifty thousand dollars ($250,000) is required.
4. The escrow agency licensee shall place on file with the director the surety bond and proof of its errors and omissions coverage and its fidelity bond, which bonds and insurance coverage shall be continuous during the period of licensure of the licensee whether or not the bond is renewed, continued, reinstated, reissued, or otherwise extended, replaced or modified, including increases or decreases in the penal sum. The surety upon the bond shall not be liable in an aggregate amount exceeding the penal sum set forth on the face of the bond. (5) The surety bond shall name as beneficiaries:
5. The surety bond shall name as beneficiaries:
   1. The state, for payment of any costs incurred and charges made in connection with any escrow agency’s insolvency or default, including costs and charges relating to an examination and receivership of any escrow agency; and
   2. Any person who has a claim against the surety on the bonds based on any default or violation of any duty or obligation of the escrow agency.
6. In lieu of the bonds required by this section, a certificate of deposit issued by a financial institution authorized to conduct business in Idaho and made payable to the director may be provided to the director in the same principal amount as required for the bonds. The interest on the certificate of deposit shall be payable to the escrow agency licensee. The certificate of deposit shall be maintained at all times during which the licensee is authorized to engage in business as an escrow agency under this chapter, and must provide that it will remain in effect for at least three (3) years following discontinuance of operations unless released earlier by the director.
7. The director may, in the public interest and for good cause shown, waive or modify any requirements of this section.

§ 30-910. Cancellation of fidelity bond, surety bond, or both — New bond required.

Prior to cancellation of either the fidelity bond or the surety bond required by section 30-909, Idaho Code, or both, the escrow agency licensee shall file with the director satisfactory evidence of a new bond in the appropriate amount with no lapse in coverage from the canceled bond. Failure to do so shall be grounds for the suspension or revocation of the escrow agency’s license.

§ 30-911. Limitation of actions on bond.

No action may be brought on an escrow agency licensee’s bond by any person after the expiration of three (3) years from the time when the act or default complained of becomes known or should have become known.

§ 30-912. Transferability.

A license issued under this chapter is not transferable or assignable, and control of a license shall not be acquired through stock purchase or other device without the prior written consent of the director.

§ 30-913. Unlawful acts.

Any person, except a person exempt under section 30-905, Idaho Code, who engages in activity as an escrow agency without first obtaining a license in accordance with this chapter, shall be guilty of a felony. Such person is also subject to a civil penalty in an amount no greater than five thousand dollars ($5,000) for each violation of this chapter or rule or order thereunder, in addition to other sanctions allowed by law.

§ 30-914. Accounts to be maintained — Records open to inspection — Retention of records — Trust account — Interest on escrow accounts.

1. Each licensee shall maintain sufficient books, accounts and records readily accessible to the department for the department to determine at any time the licensee’s financial condition, what duties and responsibilities the licensee has undertaken to perform and whether it is properly performing all such duties, and any other information considered necessary by the director to determine whether the licensee is operating in a safe, competent and lawful manner. The books, records and accounts shall be maintained in accordance with generally accepted accounting principles and sound business practice.
2. For each individual escrow account, the licensee shall maintain the escrow agreement and all amendments, all instructions affecting the agreement, all related correspondence, and an individual ledger reflecting all activity pertinent to that account.
3. Each licensee shall continuously maintain the following general accounts:
   1. A general ledger reflecting assets, liabilities, income, expenses and equity accounts;
   2. An escrow liability control ledger for all escrow accounts;
   3. A cash receipts and disbursements journal; and
   4. Copies of all receipts and disbursements used as a medium of posting to individual escrow accounts.
4. 1. Every licensee shall keep a separate escrow trust fund account established at a financial institution approved by the director, in which shall be kept separate, distinct and apart and segregated from the licensee’s own funds, all funds or moneys of clients which are being held in trust by the licensee pending the closing of an escrow transaction or the full performance of the escrow agreement. All trust funds shall be deposited not later than the first banking day following receipt thereof. Such funds, when deposited, shall be designated as “escrow accounts” or given some other appropriate designation indicating that the funds are not the funds of the licensee. (4)(a) Every licensee shall keep a separate escrow trust fund account established at a financial institution approved by the director, in which shall be kept separate, distinct and apart and segregated from the licensee’s own funds, all funds or moneys of clients which are being held in trust by the licensee pending the closing of an escrow transaction or the full performance of the escrow agreement. All trust funds shall be deposited not later than the first banking day following receipt thereof. Such funds, when deposited, shall be designated as “escrow accounts” or given some other appropriate designation indicating that the funds are not the funds of the licensee.
   2. Every licensee shall maintain all other assets or property received pursuant to an escrow in accordance with a written escrow agreement in a manner which will reasonably preserve and protect the property from loss, theft or damage, and which will otherwise comply with all duties and responsibilities of a fiduciary or bailee generally.
5. The records referenced in this section shall be reconciled at least monthly.
6. All records referenced in this section shall be maintained by the licensee for seven (7) years following the close of each account.
7. Any interest received on funds deposited with an escrow agency in connection with an escrow must be paid over to the depositing party to the escrow and may not be transferred to an account of the escrow agency. This section shall not limit the right of the escrow agency to contract with the depositing party with respect to the interest received on the deposits by independent agreement.

§ 30-915. Notice of conflict of interest — Closing statement.

1. An escrow agency licensee shall act without partiality to any of the parties to the escrow. An escrow agency may not close a transaction where it has, directly or indirectly, a monetary interest in the subject property either as buyer or seller. If an escrow agency has a business interest in the escrow transaction other than as the escrow agency licensee, the relationship or interest must be disclosed in the written escrow instructions. After noting such interest, an additional statement shall appear as follows: “We call this interest to your attention for disclosure purposes. This interest will not, in our opinion, prevent us from being a fair and impartial escrow agency in this transaction, but you are, nevertheless, free to request the transaction be handled by some other escrow agency.”
2. On completion of an escrow transaction, the escrow agency licensee shall deliver to each principal a signed written closing statement. The closing statement shall show all receipts and disbursements relating to the escrow transaction. Any charges by, or disbursements to, the escrow agency shall be clearly noted.

§ 30-916. Attachment.

Funds or other value received by a licensee under this chapter pursuant to an escrow or trust funds are not subject to execution or attachment in any claim against the licensee.

§ 30-917. Examination and investigations.

1. The director shall examine the books, records and accounts of each licensee, within or without the state of Idaho, at intervals he deems necessary for the protection of the public. The licensee so examined shall pay a fee for the examination at the rate fixed annually by the director, not to exceed fifty dollars ($50.00) per examination hour. If it is necessary for the examination to be conducted outside of Idaho, the actual cost of travel for the examiners shall be reimbursed to the department of finance by the licensee so examined. The director, upon his prior written approval, may accept an equivalent examination of a licensee by another state or federal agency as a substitute for the examination pursuant to this section.
2. The director may make necessary public or private investigations within or outside of Idaho to determine whether any person has violated or is about to violate this chapter or any rule or order under this chapter.
3. For the purpose of any investigation or other proceeding under this chapter, the director or any officer designated by the director may administer oaths or affirmations, and upon his own motion or upon request of any party, may subpoena witnesses, compel their attendance, and require the production of any matter which is relevant to the investigation or other proceeding, including the existence, description, nature, custody, condition and location of any books, documents or other tangible things and the identity and location of persons having knowledge or relevant facts, or any other matter reasonably calculated to lead to the discovery of material evidence. Upon failure to obey a subpoena or to answer questions proposed by the investigating officer and upon reasonable notice to all persons affected thereby, the director may apply to any district court for an order compelling compliance.
4. Except as otherwise provided in this chapter, all proceedings under this chapter shall be conducted in accordance with the administrative procedure act, chapter 52, title 67, Idaho Code.

§ 30-918. Powers and duties of the director.

1. In addition to any other powers and duties of the director authorized by law, the director may issue orders and promulgate rules that, in the opinion of the director, are necessary to execute, enforce and effectuate the purposes of this chapter.
2. The director shall also:
   1. Administer and enforce the provisions and requirements of this chapter; and
   2. Require that all funds collected by the department under this chapter be deposited into the finance administrative account pursuant to section 67-2702, Idaho Code.

§ 30-919. Prohibited practices.

No escrow agency licensee or person required to be licensed under this chapter, or any of its officers, directors, members, general partners, employees or agents shall:

1. Issue, circulate, make use of, publish or advertise, by any means of communication, that a person is engaged in accepting or receiving escrows if that person is not licensed under this chapter;
2. Solicit or accept an escrow instruction or amended or supplemental escrow instruction containing any blank to be filled in after signing or initialing of the escrow instruction or permitting any person to make any addition to, deletion from, or alteration of an escrow instruction or amended or supplemental escrow instruction unless the addition, deletion or alteration is signed or initialed by any affected party who signed or initialed the escrow instruction or amended or supplemental escrow instruction prior to the addition, deletion or alteration;
3. Fail to carry out an escrow transaction pursuant to the written escrow instructions unless amended by the written agreement of all parties to the escrow agreement or their assigns;
4. Accept funds or papers in escrow without a dated, written instruction signed by the parties, or their authorized representatives, adequate to administer the escrow account and to provide for sufficient funds and documents to carry out the terms of the escrow instructions. Funds and documents deposited shall be used only in accordance with such written instruction; provided that if additional specific instructions are needed, the escrow agency shall obtain the consent of both parties or such representatives to the escrow or an order of a court of competent jurisdiction at the expense of the escrow parties;
5. Fail to promptly distribute funds, deeds or other personal property or instruments pursuant to escrow instructions;
6. Fail to submit to an examination by the department of its books, records and accounts, or refuse to provide to the department, within a reasonable time, all information requested by the department pursuant to this chapter;
7. Fail to deliver, without reasonable cause, within a reasonable time after the close of an escrow, to the respective parties of an escrow transaction, any money, documents or other properties held in escrow in violation of the provisions of the escrow instructions;
8. Directly or indirectly employ any scheme, device or artifice to defraud or mislead any person or engage in any unfair or deceptive practice toward any person;
9. Fail to supervise diligently and control the escrow-related activities of its agents, employees and independent contractors;
10. Engage in fraudulent or dishonest abstraction or misappropriation or embezzlement of funds or other property held in trust;
11. Pay a fee or give any portion of its fees or charges, including fees for escrow services or other consideration, to any person as an inducement or as compensation for the referral of any escrow business; or

§ 30-920. Remedies.

1. Whenever it appears to the director that any person has engaged in or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order thereunder, is conducting its business in an unsafe and injurious manner, or that its capital or assets are impaired, the director may in his discretion:
   1. Order the person to cease and desist from the violation of any provision of this chapter, rule or order thereunder;
   2. Issue an order revoking or suspending the licensee’s escrow agency license;
   3. After notice and the opportunity for a hearing, except as otherwise provided in this chapter, issue an order imposing a civil penalty not to exceed five thousand dollars ($5,000) for each violation of this chapter or any rule or order thereunder;
   4. After notice and the opportunity for a hearing, issue an order of restitution to any person for loss of money or property resulting from a violation of this chapter; and
   5. Issue an order, pursuant to section 67-5247, Idaho Code, impounding the accounts, including all operating and trust accounts, of any licensee or person required to be licensed under this chapter.
2. In addition to such remedies, the director may bring an action in the fourth district court in and for Ada county or in such other court as the director deems appropriate. Upon a proper showing, the court may:
   1. Issue a permanent or temporary injunction, restraining order, or declaratory judgment;
   2. Order other appropriate or ancillary relief, which may include:
      1. An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the director, for the defendant or the defendant’s assets;
      2. Ordering the director to take charge and control of a defendant’s property, including investment accounts and accounts in a financial institution, rents and profits; to collect debts; and to acquire and dispose of property;
      3. A morris plan bank; or
      4. An industrial loan company.
   3. Issue an order of restitution to any person for loss of money or property resulting from a violation of this chapter; and
   4. Except as otherwise provided by this chapter, impose a civil penalty not to exceed five thousand dollars ($5,000) for each violation.
3. The court may not require the director to post a bond.

§ 30-921 — 30-930. [Reserved.]

Nothing in this chapter shall be construed so as to impair or affect any statutory or common law right of any person to bring an action in any court having jurisdiction for any act involved in the transaction of an escrow business or the right of the state of Idaho to sanction any person for any violation of any provision of this chapter.

§ 30-932. Continuing jurisdiction.

If a license under this chapter is surrendered, suspended or revoked, the former licensee shall continue to be subject to the provisions of this chapter and to the duties previously undertaken for so long as it acts as a fiduciary with respect to any escrow previously undertaken.

§ 30-933. Status of preexisting escrows.

Nothing contained in this chapter shall be so construed as to impair or affect the obligation of any escrow agreement that was lawfully entered into prior to the effective date of this act.

§ 30-934. Severability.

The provisions of this act are hereby declared to be severable, and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of the remaining portions of this act.

§ 30-935. Initial licensing and compliance. [Repealed.]

§ 30-1001. Nonprofit corporations authorized. [Repealed.]

§ 30-1002, 30-1003. Application of corporation law — Membership. [Repealed.]

§ 30-1004. Organization

Shares of stock or membership certificates. [Repealed.]

§ 30-1005, 30-1006. Bylaws — Amendment, alteration. [Repealed.]

§ 30-1101 — 30-1110. Formation, articles, bylaws, etc. of religious, social and benevolent associations. [Repealed.]

§ 30-1201 — 30-1209. Articles, powers, etc. of corporations sole. [Repealed.]

§ 30-1301 Intent of legislature. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1302. Short title. [Repealed.

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015.

§ 30-1303. Definitions. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§§ 30-21-102 and 30-21-901.

§ 30-1304. Who may incorporate. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1305. Rendition of professional services. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1306. Professional relationship unaffected

Personal and corporate liability. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1307. Type of business limited

Investments. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1308. Shareholder qualifications

Voting. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1309. Disqualification to render professional service — Severance of relationship with corporation

Effect of violation. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1309A. Death or disqualification of sole shareholder. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1310. Limitation on transfer of shares. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1311. Corporate name. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-301 et seq.

§ 30-1312. Application of corporation laws

Merger. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1313. Laws regulating professions unaffected. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-1314. Admission of foreign corporations

Revocation of certificate of authority. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-501 et seq.

§ 30-1315. Officers, directors and shareholders. [Repealed.]

Repealed by S.L. 2015, ch. 251, § 2, effective July 1, 2015. For present comparable provisions, see§ 30-21-901.

§ 30-14-101. Short title.

This chapter shall be known and may be cited as the “Uniform Securities Act (2004).”

§ 30-14-102. Definitions.

In this chapter, unless the context otherwise requires:

1. “Administrator” means the director of the Idaho department of finance or his designee.
2. “Agent” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or who represents an issuer in effecting or attempting to effect purchases or sales of the issuer’s securities. A partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions, is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by a rule adopted or an order issued under this chapter.
3. “Bank” means:
   1. A banking institution organized under the laws of the United States;
   2. A member bank of the federal reserve system;
   3. Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to section 1 of public law 87-722 (12 U.S.C. 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this chapter; and
   4. A receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (a), (b) or (c) of this subsection.
4. “Broker-dealer” means a person engaged in the business of effecting transactions in securities for the account of others or for the person’s own account. The term does not include:
   1. An agent;
   2. An issuer;
   3. A bank, a trust company organized or chartered under the laws of this state, or a savings institution if its activities as a broker-dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the securities exchange act of 1934 (15 U.S.C. 78c(a)(4) and (5)) or a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the securities exchange act of 1934 (15 U.S.C. 78c(a)(4));
   4. An international banking institution; or
   5. A person excluded by a rule adopted or an order issued under this chapter.
5. “Depository institution” means:
   1. A bank; or
   2. A savings institution, trust company, credit union or similar institution that is organized or chartered under the laws of a state or of the United States that is authorized to receive deposits, and that is supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law. The term does not include: (i) An insurance company or other organization primarily engaged in the business of insurance;
6. “Federal covered investment adviser” means a person registered under the investment advisers act of 1940, as cited in section 30-14-103, Idaho Code.
7. “Federal covered security” means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the securities act of 1933 (15 U.S.C. 77r(b)) or rules or regulations adopted pursuant to that provision.
8. “Filing” means the receipt under this chapter of a record by the administrator or a designee of the administrator.
9. “Fraud,” “deceit,” and “defraud” are not limited to common law deceit.
10. “Guaranteed” means guaranteed as to payment of all principal and all interest.
11. “Institutional investor” means any of the following, whether acting for itself or for others in a fiduciary capacity:
    1. A depository institution, a trust company organized or chartered under the laws of this state, or an international banking institution;
    2. An insurance company;
    3. A separate account of an insurance company;
    4. An investment company as defined in the investment company act of 1940, as cited in section 30-14-103, Idaho Code;
    5. A broker-dealer registered under the securities exchange act of 1934, as cited in section 30-14-103, Idaho Code;
    6. An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a named fiduciary, as defined in the employee retirement income security act of 1974, that is a broker-dealer registered under the securities exchange act of 1934, an investment adviser registered or exempt from registration under the investment advisers act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company;
    7. A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars ($10,000,000) or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the employee retirement income security act of 1974, that is a broker-dealer registered under the securities exchange act of 1934, an investment adviser registered or exempt from registration under the investment advisers act of 1940, an investment adviser registered under this chapter, a depository institution, or an insurance company;
    8. A trust, if it has total assets in excess of ten million dollars ($10,000,000), its trustee is a depository institution, and its participants are exclusively plans of the types identified in paragraph (f) or (g) of this subsection, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;
    9. An organization described in section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)), a corporation, a Massachusetts trust or similar business trust, a limited liability company, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars ($10,000,000);
    10. A small business investment company licensed by the small business administration under section 301(c) of the small business investment act of 1958 (15 U.S.C. 681(c)) with total assets in excess of ten million dollars ($10,000,000); (k) A private business development company as defined in section 202(a)(22) of the investment advisers act of 1940 (15 U.S.C. 80b-2(a)(22)) with total assets in excess of ten million dollars ($10,000,000);
12. “Insurance company” means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state.
13. “Insured” means insured as to payment of all principal and all interest.
14. “International banking institution” means an international financial institution of which the United States is a member and whose securities are exempt from registration under the securities act of 1933.
15. “Investment adviser” means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:
    1. An investment adviser representative;
    2. A lawyer, accountant, engineer or teacher whose performance of investment advice is solely incidental to the practice of the person’s profession;
    3. A broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;
    4. A publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;
    5. A federal covered investment adviser;
    6. A bank, a trust company organized or chartered under the laws of this state, or a savings institution;
    7. Any other person that is excluded by the investment advisers act of 1940 from the definition of investment adviser;
    8. Any person who offers accountancy services to the public and who holds a valid, unrevoked and unsuspended license under the provisions of chapter 2, title 54, Idaho Code, designating said person as a certified public accountant or a licensed public accountant; or (i) Any other person excluded by a rule adopted or an order issued under this chapter.
    9. Any other person excluded by a rule adopted or an order issued under this chapter.
16. “Investment adviser representative” means an individual employed by or associated with an investment adviser or federal covered investment adviser who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:
    1. Performs only clerical or ministerial acts;
    2. Is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;
    3. Is employed by or associated with a federal covered investment adviser, unless the individual has a “place of business” in this state as that term is defined by rule adopted under section 203A of the investment advisers act of 1940 (15 U.S.C. 80b-3a) and is:
       1. An “investment adviser representative” as that term is defined by rule adopted under section 203A of the investment advisers act of 1940 (15 U.S.C. 80b-3a); or
       2. Not a “supervised person” as that term is defined in section 202(a)(25) of the investment advisers act of 1940 (15 U.S.C. 80b-2(a)(25)); or
    4. Is excluded by a rule adopted or an order issued under this chapter.
17. “Issuer” means a person that issues or proposes to issue a security, subject to the following:
    1. The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued.
    2. The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate.
    3. The issuer of a fractional undivided interest in an oil, gas or other mineral lease or in payments out of production under a lease, right or royalty is the owner of an interest in the lease or in payments out of production under a lease, right or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.
18. “Nonissuer transaction” or “nonissuer distribution” means a transaction or distribution not directly or indirectly for the benefit of the issuer.
19. “Offer to purchase” includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to section 14(d) of the securities exchange act of 1934 (15 U.S.C. 78n(d)).
20. “Person” means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.
21. “Place of business” of a broker-dealer, an investment adviser, or a federal covered investment adviser means: (a) An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or
22. “Predecessor act” means the act repealed by section 30-14-702, Idaho Code.
23. “Price amendment” means the amendment to a registration statement filed under the securities act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the securities act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.
24. “Principal place of business” of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners or managers of the broker-dealer or investment adviser direct, control and coordinate the activities of the broker-dealer or investment adviser.
25. “Record,” except in the phrases “of record,” “official record,” and “public record,” 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.
26. “Sale” includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value. “Offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both “sale” and “offer to sell” include:
    1. A security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;
    2. A gift of assessable stock involving an offer and sale; and
    3. A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.
27. “Securities and exchange commission” means the United States securities and exchange commission.
28. “Security” means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas or other mineral rights; put, call, straddle, option or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a “security”; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. “Security”:
    1. Includes both a certificated and an uncertificated security;
    2. Does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or other specified period;
    3. Does not include an interest in a contributory or noncontributory pension or welfare plan subject to the employee retirement income security act of 1974;
    4. Includes as an “investment contract” an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor. “Common enterprise” means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and
    5. Includes as an “investment contract,” among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement, life settlement or senior settlement or similar agreement.
29. “Self-regulatory organization” means a national securities exchange registered under the securities exchange act of 1934, a national securities association of broker-dealers registered under the securities exchange act of 1934, a clearing agency registered under the securities exchange act of 1934, or the municipal securities rulemaking board established under the securities exchange act of 1934.
30. “Sign” means, with present intent to authenticate or adopt a record:
    1. To execute or adopt a tangible symbol; or
    2. To attach or logically associate with the record an electronic symbol, sound or process.
31. “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(l) A federal covered investment adviser acting for its own account;

(m) A “qualified institutional buyer” as defined in rule 144A(a)(1), other than rule 144A(a)(1)(i)(H), adopted under the securities act of 1933 (17 CFR 230.144A);

(n) A “major U.S. institutional investor” as defined in rule 15a-6(b)(4)(i) adopted under the securities exchange act of 1934 (17 CFR 240.15a-6);

(o) Any other person, other than an individual, of institutional character with total assets in excess of ten million dollars ($10,000,000) not organized for the specific purpose of evading this chapter; or

(p) Any other person specified by a rule adopted or an order issued under this chapter.

(b) Any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

§ 30-14-103. References to federal statutes.

“Securities act of 1933” (15 U.S.C. 77a et seq.), “securities exchange act of 1934” (15 U.S.C. 78a et seq.), “public utility holding company act of 1935” (15 U.S.C. 79 et seq.), “investment company act of 1940” (15 U.S.C. 80a-1 et seq.), “investment advisers act of 1940” (15 U.S.C. 80b-1 et seq.), “employee retirement income security act of 1974” (29 U.S.C. 1001 et seq.), “national housing act” (12 U.S.C. 1701 et seq.), “commodity exchange act” (7 U.S.C. 1 et seq.), “internal revenue code” (26 U.S.C. 1 et seq.), “securities investor protection act of 1970” (15 U.S.C. 78aaa et seq.), “securities litigation uniform standards act of 1998” (112 Stat. 3227), “small business investment act of 1958” (15 U.S.C. 661 et seq.), and “electronic signatures in global and national commerce act” (15 U.S.C. 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this chapter.

§ 30-14-104. References to federal agencies.

A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department.

§ 30-14-105. Electronic records and signatures.

This chapter modifies, limits and supersedes the federal electronic signatures in global and national commerce act, 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)). This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by a rule adopted or an order issued under this chapter, in a manner consistent with section 104(a) of that act (15 U.S.C. 7004(a)).

§ 30-14-201. Exempt securities.

The following securities are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code:

1. A security, including a revenue obligation or a separate security as defined in rule 131 (17 CFR 230.131) adopted under the securities act of 1933, issued, insured or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by congress; or a certificate of deposit for any of the foregoing;
2. A security issued, insured or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer or guarantor;
3. A security issued by and representing, or that will represent, an interest in or a direct obligation of, or be guaranteed by:
   1. An international banking institution;
   2. A banking institution organized under the laws of the United States; a member bank of the federal reserve system; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law, or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the comptroller of currency pursuant to section 1 of public law 87-722 (12 U.S.C. 92a); or
   3. Any other depository institution, or any trust company organized or chartered under the laws of this state, unless by rule or order the administrator proceeds under section 30-14-204, Idaho Code;
4. A security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state;
5. A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:
   1. Regulated in respect to its rates and charges by the United States or a state;
   2. Regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or
   3. A public utility holding company registered under the public utility holding company act of 1935 or a subsidiary of such a registered holding company within the meaning of that act;
6. A federal covered security specified in section 18(b)(1) of the securities act of 1933 (15 U.S.C. 77r(b)(1)) or by a rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this chapter; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the securities exchange act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the securities exchange act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the securities and exchange commission under section 9(b) of the securities exchange act of 1934 (15 U.S.C. 78i(b)); (7) A security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(b) of the investment company act of 1940 (15 U.S.C. 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture or other evidence of indebtedness issued by such a person, a rule may be adopted under this chapter limiting the availability of this exemption by classifying securities, persons and transactions, imposing different requirements for different classes, specifying with respect to paragraph (b) of this subsection the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:
   1. To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the administrator does not disallow the exemption within the period established by the rule;
   2. To file a request for exemption authorization for which a rule under this chapter may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with section 30-14-611, Idaho Code, and grounds for denial or suspension of the exemption; or
   3. To register under section 30-14-304, Idaho Code;
   4. At least eighty percent (80%) of the gross amount paid by the purchasers of the securities is used in actual mining operations or for actual exploration and development expenses, including legal, accounting, engineering and geological expenses; and

(8) A member’s or owner’s interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member’s or owner’s interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative;

(9) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under section 18(b)(1) of the securities act of 1933 (15 U.S.C. 77r(b)(1)); and

(10) Any security issued by a domestic or foreign corporation, partnership, trust or association engaged in actual mining operations or the exploration and development of mining properties in this state, whether or not sold through a broker-dealer, provided the following conditions are met:

(a) The term “actual mining operations” within the meaning of this subsection does not include the development or production of gas or oil;

(b) The total amount of the securities to be offered and sold does not exceed five hundred thousand dollars ($500,000) in any twelve (12) month period;

(c) All sales brochures, pamphlets, advertisements and literature are filed with the director prior to being used;

§ 30-14-202. Exempt transactions.

The following transactions are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code:

1. An isolated nonissuer transaction, whether or not effected by or through a broker-dealer;
2. A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this chapter, and a resale transaction by a sponsor of a unit investment trust registered under the investment company act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:
   1. The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;
   2. The security is sold at a price reasonably related to its current market price;
   3. The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution;
   4. A nationally recognized securities manual or its electronic equivalent designated by any rule adopted or an order issued under this chapter or a record filed with the securities and exchange commission that is publicly available and contains:
      1. A description of the business and operations of the issuer;
      2. The names of the issuer’s executive officers and the names of the issuer’s directors, if any;
      3. An audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and
      4. An audited income statement for each of the issuer’s two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; and
   5. Any one (1) of the following requirements is met:
      1. The issuer of the security has a class of equity securities listed on a national securities exchange registered under section 6 of the securities exchange act of 1934 or designated for trading on the national association of securities dealers automated quotation system;
      2. The issuer of the security is a unit investment trust registered under the investment company act of 1940;
      3. The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years; or
      4. The issuer of the security has total assets of at least two million dollars ($2,000,000) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization; (3) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system;
3. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system;
4. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in an outstanding security if the guarantor of the security files reports with the securities and exchange commission under the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934 (15 U.S.C. 78m or 78o(d));
5. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter in a security that:
   1. Is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or
   2. Has a fixed maturity or a fixed interest or dividend, if:
      1. A default has not occurred during the current fiscal year or within the three (3) previous fiscal years of the issuer or any predecessor, in the payment of principal, interest, or dividends on the security; and
      2. The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;
6. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this chapter effecting an unsolicited order or offer to purchase;
7. A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this chapter;
8. A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting in the exercise of discretionary authority in a signed record for the account of others;
9. A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the administrator after a hearing as provided in section 30-14-202A, Idaho Code, or otherwise;
10. A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;
11. A transaction in a note, bond, debenture or other evidence of indebtedness secured by a mortgage or other security agreement if the note, bond, debenture or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;
12. A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator;
13. A sale or offer to sell to:
    1. An institutional investor;
    2. A federal covered investment adviser; or (c) Any other person exempted by a rule adopted or an order issued under this chapter;
14. A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:
    1. Not more than ten (10) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in subsection (13) of this section;
    2. A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;
    3. A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this chapter or an agent registered under this chapter for soliciting a prospective purchaser in this state; and
    4. The issuer reasonably believes that all the purchasers in this state, other than those designated in subsection (13) of this section, are purchasing for investment;
15. A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state;
16. An offer to sell, but not a sale, of a security not exempt from registration under the securities act of 1933 if:
    1. A registration or offering statement or similar record as required under the securities act of 1933 has been filed, but is not effective, or the offer is made in compliance with rule 165 adopted under the securities act of 1933 (17 CFR 230.165); and
    2. A stop order of which the offeror is aware has not been issued against the offeror by the administrator or the securities and exchange commission, and an audit, inspection or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending;
17. An offer to sell, but not a sale, of a security exempt from registration under the securities act of 1933 if:
    1. A registration statement has been filed under this chapter, but is not effective;
    2. A solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the administrator under this chapter; and
    3. A stop order of which the offeror is aware has not been issued by the administrator under this chapter and an audit, inspection or proceeding that may culminate in a stop order is not known by the offeror to be pending;
18. A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties;
19. A rescission offer, sale or purchase under section 30-14-510, Idaho Code;
20. An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this chapter;
21. Employees’ stock purchase, savings, option, profit-sharing, pension, or similar employees’ benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer’s parent for the participation of their employees including offers or sales of such securities to: (a) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers;
22. A transaction involving:
    1. A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property or stock;
    2. An act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or
    3. The solicitation of tenders of securities by an offeror in a tender offer in compliance with rule 162 adopted under the securities act of 1933 (17 CFR 230.162); or
23. A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this chapter, if the issuer is a reporting issuer in a foreign jurisdiction designated by this subsection or by a rule adopted or an order issued under this chapter; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction’s securities exchange that has been designated by this subsection or by a rule adopted or an order issued under this chapter, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this subsection, Canada, together with its provinces and territories, is a designated foreign jurisdiction and the Toronto stock exchange, inc., is a designated securities exchange. After an administrative hearing in compliance with chapter 52, title 67, Idaho Code, the administrator, by rule adopted or an order issued under this chapter, may revoke the designation of a securities exchange under this subsection, if the administrator finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

(b) Family members who acquire such securities from those persons through gifts or domestic relations orders;

(c) Former employees, directors, general partners, trustees, officers, consultants and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and

(d) Insurance agents who are exclusive insurance agents of the issuer, or the issuer’s subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations;

§ 30-14-202A. Fairness hearing. — (a) The administrator is expressly authorized to hold a hearing and consider the fairness of the terms and conditions of a transaction described in section 30-14-202(9), Idaho Code. This section 30-14-202A, Idaho Code, is intended to provide for a fairness hearing before the administrator with respect to transactions which, if approved by the administrator, will be exempt from the registration requirements of the federal securities laws under section 3(a)(10) of the securities act of 1933, or any section comparable thereto which may subsequently be enacted.

(b) An application for approval shall describe the proposed transaction and shall be in such form, contain such information and be accompanied by such documents as the administrator shall reasonably require by rule or otherwise. The applicant shall pay to the administrator a filing fee of three hundred dollars ($300) and shall file with the administrator an undertaking to defray the costs of a hearing officer and a stenographer for the hearing.

(c) An application for approval shall be set for hearing within thirty (30) days after the filing of an application. The applicant shall give notice of the hearing to all persons to whom securities are to be issued in the proposed transaction, and all such persons shall have the right to appear at the hearing.

(d) Within ten (10) days after the hearing, the administrator shall issue an order either granting or denying approval of the terms of conditions of the proposed plan. The order shall grant approval if the proposed transaction is fair, equitable and free from fraud. The order shall deny approval if the proposed transaction is unfair, inequitable or not free from fraud.

§ 30-14-203. Additional exemptions and waivers.

1. A rule adopted or an order issued under this chapter may exempt a security, transaction or offer.
2. A rule adopted under this chapter may exempt a class of securities, transactions or offers from any or all of the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code.
3. An order issued under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 30-14-201 and 30-14-202, Idaho Code.

§ 30-14-204. Denial, suspension, revocation, condition or limitation of exemptions.

1. Enforcement related powers. Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under section 30-14-201(3)(c), (7) or (8), Idaho Code, or section 30-14-202, Idaho Code, or an exemption or waiver created pursuant to section 30-14-203, Idaho Code, with respect to a specific security, transaction or offer. An order under this section may be issued only pursuant to the procedures set forth in section 30-14-306(d) or 30-14-604, Idaho Code, and only prospectively.
2. Knowledge of order required. A person does not violate section 30-14-301, 30-14-303 through 30-14-306, 30-14-504 or 30-14-510, Idaho Code, by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.

§ 30-14-301. Securities registration requirement.

It is unlawful for a person to offer or sell a security in this state unless:

1. The security is a federal covered security;
2. The security, transaction or offer is exempted from registration under sections 30-14-201 through 30-14-203, Idaho Code; or
3. The security is registered under this chapter.

§ 30-14-302. Notice filing.

1. Required filing of records. With respect to a federal covered security, as defined in section 18(b)(2) of the securities act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under sections 30-14-201 through 30-14-203, Idaho Code, a rule adopted or an order issued under this chapter may require the filing of any or all of the following records:
   1. Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the securities and exchange commission under the securities act of 1933 and a consent to service of process complying with section 30-14-611, Idaho Code, signed by the issuer and the payment of a fee of three hundred dollars ($300) for mutual funds and one hundred dollars ($100) for unit investment trusts;
   2. After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the securities act of 1933; and
   3. To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the securities and exchange commission; and
   4. Each series or portfolio of an investment company offering shall be required to make a separate notice filing. Separate notice filings for classes of an investment company are not required as long as classes are used solely as a method of distinguishing payment plans within a series or portfolio.
2. Notice filing effectiveness and renewal. A notice filing under subsection (a) of this section is effective for one (1) year commencing on the later of the notice filing or the effectiveness of the offering filed with the securities and exchange commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the securities and exchange commission that are required by rule or order under this chapter to be filed and by paying a renewal fee of three hundred dollars ($300) for mutual funds and one hundred dollars ($100) for unit investment trusts. A previously filed consent to service of process complying with section 30-14-611, Idaho Code, may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.
3. Notice filings for federal covered securities under section 18(b)(4)(D) and (F). With respect to a security that is a federal covered security under section 18(b)(4)(D) and (F) of the securities act of 1933 (15 U.S.C. 77r(b)(4)(D) and (F)), a rule or order under this chapter may require a notice filing by or on behalf of an issuer and may include a copy of form D, or other filing requirements as determined by the director of the department of finance, and the payment of a fee of fifty dollars ($50.00).

§ 30-14-303. Securities registration by coordination.

1. Registration permitted. A security for which a registration statement has been filed under the securities act of 1933 in connection with the same offering may be registered by coordination under this section.
2. Required records. A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in section 30-14-305, Idaho Code, and a consent to service of process complying with section 30-14-611, Idaho Code:
   1. A copy of the latest form of prospectus filed under the securities act of 1933;
   2. A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy or description of the security that is required by any rule adopted or an order issued under this chapter;
   3. Copies of any other information or any other records filed by the issuer under the securities act of 1933 requested by the administrator; and
   4. An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the securities and exchange commission.
3. Conditions for effectiveness of registration statement. A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:
   1. A stop order issued pursuant to subsection (d) of this section or section 30-14-306, Idaho Code, or issued by the securities and exchange commission, is not in effect and a proceeding is not pending against the issuer under section 30-14-306, Idaho Code, and the administrator has not given written notice of deficiencies that are unresolved and that would constitute grounds for a stop order under section 30-14-306, Idaho Code; and
   2. The registration statement has been on file for at least twenty (20) days or a shorter period provided by a rule adopted or an order issued under this chapter.
4. Notice of federal registration statement effectiveness. The registrant shall promptly notify the administrator in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the administrator may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The administrator shall promptly notify the registrant of an order by telegram, telephone or electronic means and shall promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

§ 30-14-304. Securities registration by qualification.

1. Registration permitted. A security may be registered by qualification under this section.
2. Required records. A registration statement under this section must contain the information or records specified in section 30-14-305, Idaho Code, a consent to service of process complying with section 30-14-611, Idaho Code, and, if required by rule adopted under this chapter, the following information or records unless waived by the administrator for good cause shown:
   1. With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;
   2. With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person’s name, address, and principal occupation for the previous five (5) years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three (3) years or proposed to be effected;
   3. With respect to persons covered by paragraph (2) of this subsection, the aggregate sum of the remuneration paid to those persons during the previous twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries and affiliates of the issuer;
   4. With respect to a person owning of record or owning beneficially, if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) of this subsection other than the person’s occupation;
   5. With respect to a promoter, if the issuer was organized within the previous three (3) years, the information or records specified in paragraph (2) of this subsection, any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;
   6. With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person’s name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three (3) years or proposed to be effected; and a statement of the reasons for making the offering;
   7. The capitalization and long-term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two (2) years or is obligated to issue its securities; (8) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders’ fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder’s fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;
   8. The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders’ fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder’s fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;
   9. The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;
   10. A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (2), (4), (5), (6) or (8) of this subsection and by any person that holds or will hold ten percent (10%) or more in the aggregate of those options;
   11. The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two (2) years, and a copy of the contract;
   12. A description of any pending litigation, action or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action or proceeding known to be contemplated by governmental authorities;
   13. A copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with section 30-14-202(17)(b), Idaho Code;
   14. A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer’s articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;
   15. A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;
   16. A signed or conformed copy of a consent of any accountant, engineer, appraiser or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement; (17) A balance sheet of the issuer as of a date within four (4) months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer’s and any predecessor’s existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and
3. Conditions for effectiveness of registration statement. A registration statement under this section becomes effective thirty (30) days, or any shorter period provided by a rule adopted or an order issued under this chapter, after the date the registration statement or the last amendment other than a price amendment is filed, if:
   1. A stop order is not in effect and a proceeding is not pending under section 30-14-306, Idaho Code;
   2. The administrator has not issued an order under section 30-14-306, Idaho Code, delaying effectiveness; and
   3. The applicant or registrant has not requested that effectiveness be delayed.
4. Delay of effectiveness of registration statement. The administrator may delay effectiveness once for not more than ninety (90) days if the administrator determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The administrator may also delay effectiveness for a further period of not more than thirty (30) days if the administrator determines that the delay is necessary or appropriate.
5. Prospectus distribution may be required. A rule adopted or an order issued under this chapter may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) of this section be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:
   1. The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;
   2. The confirmation of a sale made by or for the account of the person;
   3. Payment pursuant to such a sale; or
   4. Delivery of the security pursuant to such a sale.

(18) Any additional information or records required by a rule adopted or an order issued under this chapter.

§ 30-14-305. Securities registration filings.

1. Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter.
2. Filing fee. A person filing a registration statement shall pay a filing fee of three hundred dollars ($300). If a registration statement is withdrawn before the effective date or a pre-effective stop order is issued under section 30-14-306, Idaho Code, the administrator shall retain the fee.
3. Status of offering. A registration statement filed under section 30-14-303 or 30-14-304, Idaho Code, must specify:
   1. The amount of securities to be offered in this state;
   2. The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and
   3. Any adverse order, judgment or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission, or a court.
4. Incorporation by reference. A record filed under this chapter or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.
5. Nonissuer distribution. In the case of a nonissuer distribution, information or a record may not be required under subsection (i) of this section or section 30-14-304, Idaho Code, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.
6. Escrow and impoundment. A rule adopted or an order issued under this chapter may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by a rule adopted or an order issued under this chapter, provided however that the administrator may not reject a depository institution solely because of its location in another state.
7. Form of subscription. A rule adopted or an order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five (5) years.
8. Effective period. Except while a stop order is in effect under section 30-14-306, Idaho Code, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. A registration statement remains effective for each additional year by filing a renewal as prescribed by a rule adopted or an order issued under this chapter. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the administrator.
9. Periodic reports. While a registration statement is effective, a rule adopted or an order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.
10. Posteffective amendments. A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement. The posteffective amendment becomes effective when the administrator so orders.

§ 30-14-306. Denial, suspension, and revocation of securities registration.

1. Stop orders. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that:
   1. Any of the following is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact:
      1. The registration statement as of its effective date, or before the effective date in the case of an order denying effectiveness;
      2. A posteffective amendment under section 30-14-305(j), Idaho Code, as of its effective date; or
      3. A periodic report under section 30-14-305(i), Idaho Code;
   2. This chapter or a rule adopted or an order issued under this chapter, or a condition imposed under this chapter, has been willfully violated in connection with the offering, by: the person filing the registration statement; the issuer, a partner, officer or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;
   3. The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign or state law other than this chapter applicable to the offering, provided however the administrator may not institute a proceeding against an effective registration statement under this paragraph more than one (1) year after the date of the order or injunction on which it is based, and the administrator may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;
   4. The issuer’s enterprise or method of business includes or would include activities that are unlawful where performed;
   5. With respect to a security sought to be registered under section 30-14-303, Idaho Code, there has been a failure to comply with the undertaking required by section 30-14-303(b)(4), Idaho Code;
   6. The applicant or registrant has not paid the filing fee, provided however the administrator shall void the order if the deficiency is corrected; or
   7. The offering:
      1. Will work or tend to work a fraud upon purchasers or would so operate;
      2. Has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions or other compensation, or promoters’ profits or participations, or unreasonable amounts or kinds of options; or
      3. Is being made on terms that are unfair, unjust or inequitable. (b) Enforcement. To the extent practicable, the administrator by a rule adopted or an order issued under this chapter shall publish standards that provide notice of conduct that violates subsection (a)(7) of this section.
2. Enforcement. To the extent practicable, the administrator by a rule adopted or an order issued under this chapter shall publish standards that provide notice of conduct that violates subsection (a)(7) of this section.
3. Institution of stop order. The administrator may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the administrator when the registration statement became effective unless the proceeding is instituted within thirty (30) days after the registration statement became effective.
4. Summary process. The administrator may summarily revoke, deny, postpone or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the administrator shall promptly notify each person specified in subsection (e) of this section that the order has been issued, the reasons for the revocation, denial, postponement or suspension, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the administrator, within thirty (30) days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the administrator, after notice of and an opportunity for a hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.
5. Procedural requirements for stop order. A stop order may not be issued under this section without:
   1. Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;
   2. An opportunity for a hearing; and
   3. Findings of fact and conclusions of law in a record in accordance with chapter 52, title 67, Idaho Code.
6. Modification or vacation of stop order. The administrator may modify or vacate a stop order issued under this section if the administrator finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

§ 30-14-307. Waiver and modification.

The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 30-14-302, 30-14-303 and 30-14-304(b), Idaho Code, or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 30-14-305(i), Idaho Code.

§ 30-14-401. Broker-dealer registration requirement and exemptions.

1. Registration requirement. It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from registration as a broker-dealer under subsection (b) or (d) of this section.
2. Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a) of this section:
   1. A broker-dealer without a place of business in this state if its only transactions effected in this state are with:
      1. The issuer of the securities involved in the transactions;
      2. A broker-dealer registered as a broker-dealer under this chapter or not required to be registered as a broker-dealer under this chapter;
      3. An institutional investor;
      4. A nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others pursuant to discretionary authority in a signed record;
      5. A bona fide preexisting customer whose principal place of residence is not in this state and the person is registered as a broker-dealer under the securities exchange act of 1934 or is not required to be registered under the securities exchange act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;
      6. A bona fide preexisting customer whose principal place of residence is in this state but who was not present in this state when the customer relationship was established, if:
         1. The broker-dealer is registered under the securities exchange act of 1934 or is not required to be registered under the securities exchange act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and
         2. Within forty-five (45) days after the customer’s first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than seventy-five (75) days after the date on which the application is filed or, if earlier, the date on which the administrator notifies the person that the administrator has denied the application for registration or has stayed the pendency of the application for good cause;
   2. A person that deals solely in United States government securities and is supervised as a dealer in government securities by the board of governors of the federal reserve system, the comptroller of the currency, the federal deposit insurance corporation, or the office of thrift supervision.
3. Limits on employment or association. It is unlawful for a broker-dealer, or for an issuer engaged in offering, offering to purchase, purchasing, or selling securities in this state, directly or indirectly, to employ or associate with an individual to engage in an activity related to securities transactions in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with a broker-dealer, an issuer, an investment adviser, or a federal covered investment adviser by an order of the securities regulator of a state, the securities and exchange commission, or a self-regulatory organization. A broker-dealer or issuer does not violate this subsection if the broker-dealer or issuer did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation or bar. Upon request from a broker-dealer or issuer and for good cause, an order under this chapter may modify or waive, in whole or in part, the application of the prohibitions of this subsection to the broker-dealer.
4. Foreign transactions. A rule adopted or an order issued under this chapter may permit:
   1. A broker-dealer that is registered in Canada or other foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:
      1. An individual from Canada or other foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;
      2. An individual from Canada or other foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or
      3. An individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction; and
   2. An agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in subsection (b)(1) [paragraph (1)] of this subsection.

(G) Not more than three (3) customers in this state during the previous twelve (12) months, in addition to those customers specified in subsections (b)(1)(A) through (b)(1)(F) and subsection (b)(1)(H) of this section, if the broker-dealer is registered under the securities exchange act of 1934 or not required to be registered under the securities exchange act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and (H) Any other person exempted by a rule adopted or an order issued under this chapter; and

§ 30-14-402. Agent registration requirement and exemptions.

1. Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b) of this section.
2. Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a) of this section:
   1. An individual who represents a broker-dealer in effecting transactions in this state limited to those described in section 15(i)(3) of the securities exchange act of 1934 (15 U.S.C. 78o(i)(3));
   2. An individual who represents a broker-dealer that is exempt under section 30-14-401(b) or (d), Idaho Code;
   3. An individual who represents an issuer with respect to an offer or sale of the issuer’s own securities or those of the issuer’s parent or any of the issuer’s subsidiaries, and who is not compensated in connection with the individual’s participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
   4. An individual who represents an issuer and who effects transactions in the issuer’s securities exempted by section 30-14-202, Idaho Code, other than section 30-14-202(14), Idaho Code;
   5. An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, provided however that an individual who effects transactions in a federal covered security under section 18(b)(3), 18(b)(4)(D), or 18(b)(4)(F) of the securities act of 1933 (15 U.S.C. 77r(b)(3), 77r(b)(4)(D), or 77r(b)(4)(F)) is not exempt if the individual is compensated in connection with the agent’s participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
   6. An individual who represents a broker-dealer registered in this state under section 30-14-401(a), Idaho Code, or exempt from registration under section 30-14-401(b), Idaho Code, in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others pursuant to discretionary authority in a signed record;
   7. An individual who represents an issuer in connection with the purchase of the issuer’s own securities;
   8. An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or
   9. Any other individual exempted by a rule adopted or an order issued under this chapter.
3. Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this chapter or an issuer that is offering, selling or purchasing its securities in this state.
4. Limit on employment or association. It is unlawful for a broker-dealer, or an issuer engaged in offering, selling or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) of this section or is exempt from registration under subsection (b) of this section. (e) Limit on affiliations. Unless prohibited by a rule adopted or an order issued under this chapter, an individual may act as an agent for more than one (1) broker-dealer or one (1) issuer at a time.

§ 30-14-403. Investment adviser registration requirement and exemptions.

1. Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b) of this section.
2. Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a) of this section:
   1. A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:
      1. Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
      2. Institutional investors;
      3. Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or
      4. Any other client exempted by a rule adopted or an order issued under this chapter;
   2. A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subsection (b)(1) of this section;
   3. A federal covered investment adviser; or
   4. Any other person exempted by a rule adopted or an order issued under this chapter.
3. Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the securities and exchange commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation or bar. Upon request from the investment adviser and for good cause, the administrator, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
4. Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under section 30-14-404(a), Idaho Code, or is exempt from registration under section 30-14-404(b), Idaho Code.

§ 30-14-404. Investment adviser representative registration requirement and exemptions.

1. Registration requirement. It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b) of this section.
2. Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a) of this section:
   1. An individual who is employed by or associated with an investment adviser that is exempt from registration under section 30-14-403(b), Idaho Code, unless the individual has a place of business in this state or is not an investment adviser representative as defined by this chapter; and
   2. Any other individual exempted by a rule adopted or an order issued under this chapter.
3. Registration effective only while employed or associated. The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under section 30-14-405, Idaho Code.
4. Limit on affiliations. An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or an order issued under this chapter prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.
5. Limits on employment or association. It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred or enjoined from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the securities and exchange commission, or a self-regulatory organization, or a court of competent jurisdiction. Upon request from a federal covered investment adviser and for good cause, the administrator, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

§ 30-14-405. Federal covered investment adviser notice filing requirement.

1. Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b) of this section, it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c) of this section.
2. Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection (c) of this section:
   1. A federal covered investment adviser without a place of business in this state if its only clients in this state are:
      1. Federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter;
      2. Institutional investors;
      3. Bona fide preexisting clients whose principal places of residence are not in this state; or
      4. Other clients specified by a rule adopted or an order issued under this chapter;
   2. A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subsection (b)(1) of this section; and
   3. Any other person excluded by a rule adopted or an order issued under this chapter.
3. Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection (b) of this section, shall file a notice, a consent to service of process complying with section 30-14-611, Idaho Code, and such records as have been filed with the securities and exchange commission under the investment advisers act of 1940 required by a rule adopted or an order issued under this chapter and pay the fees specified in section 30-14-410(e), Idaho Code.
4. Effectiveness of filing. The notice under subsection (c) of this section becomes effective upon its filing and expires on December thirty-first of each year unless renewed.

§ 30-14-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

1. Application for initial registration. A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with section 30-14-611, Idaho Code, and paying the fee specified in section 30-14-410, Idaho Code, and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain:
   1. The information or record required for the filing of a uniform application; and
   2. Upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate.
2. Amendment. If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
3. Effectiveness of registration. If an order is not in effect and a proceeding is not pending under section 30-14-412, Idaho Code, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or an order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.
4. Registration renewal. A registration is effective until midnight on December thirty-first of the year for which the application for registration is filed. Unless an order is in effect under section 30-14-412, Idaho Code, a registration may be automatically renewed each year by filing such records as are required by a rule adopted or an order issued under this chapter, by paying the fee specified in section 30-14-410, Idaho Code, and by paying costs charged by the designee of the administrator for processing the filings.
5. Additional conditions or waivers. A rule adopted or an order issued under this chapter may impose such other conditions, not inconsistent with the national securities markets improvement act of 1996 (110 Stat. 3416). An order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

§ 30-14-407. Succession and change in registration of broker-dealer or investment adviser.

1. Succession. A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to section 30-14-401 or 30-14-403, Idaho Code, or a notice pursuant to section 30-14-405, Idaho Code, for the unexpired portion of the current registration or notice filing.
2. Organizational change. A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this chapter. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this chapter shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five (45) days after filing its amendment to effect succession.
3. Name change. A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.
4. Change of control. A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or an order issued under this chapter.

§ 30-14-408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association.

1. Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.
2. Transfer of employment or association. If an agent registered under this chapter terminates employment by or association with a broker-dealer registered under this chapter and begins employment by or association with another broker-dealer registered under this chapter; or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under section 30-14-405, Idaho Code, and begins employment by or association with another investment adviser registered under this chapter or a federal covered investment adviser that has filed a notice under section 30-14-405, Idaho Code; then upon the filing by or on behalf of the registrant, within thirty (30) days after the termination, of an application for registration that complies with the requirement of section 30-14-406(a), Idaho Code, and payment of the filing fee required under section 30-14-410, Idaho Code, the registration of the agent or investment adviser representative is:
   1. Immediately effective as of the date of the completed filing, if the agent’s central registration depository record or successor record or the investment adviser representative’s investment adviser registration depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve (12) months; or
   2. Temporarily effective as of the date of the completed filing, if the agent’s central registration depository record or successor record or the investment adviser representative’s investment adviser registration depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve (12) months.
3. Withdrawal of temporary registration. The administrator may withdraw a temporary registration if there are or were grounds for discipline as specified in section 30-14-412, Idaho Code, and the administrator does so within thirty (30) days after the filing of the application. If the administrator does not withdraw the temporary registration within the thirty (30) day period, registration becomes automatically effective on the thirty-first day after filing.
4. Power to prevent registration. The administrator may prevent the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (2) of this section based on the public interest and the protection of investors.

§ 30-14-409. Withdrawal of registration of broker-dealer, agent, investment adviser and investment adviser representative.

Withdrawal of registration by a broker-dealer, agent, investment adviser or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by a rule adopted or an order issued under this chapter unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by a rule adopted or an order issued under this chapter. The administrator may institute a revocation or suspension proceeding under section 30-14-412, Idaho Code, within one (1) year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

§ 30-14-410. Filing fees.

1. Broker-dealers. A person shall pay a fee of two hundred dollars ($200) when initially filing an application for registration as a broker-dealer and a fee of two hundred dollars ($200) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
2. Agents. The fee for an individual is fifty dollars ($50.00) when filing an application for registration as an agent, a fee of fifty dollars ($50.00) when filing a renewal of registration as an agent, and a fee of fifty dollars ($50.00) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
3. Investment advisers. A person shall pay a fee of one hundred fifty dollars ($150) when filing an application for registration as an investment adviser and a fee of one hundred fifty dollars ($150) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
4. Investment adviser representatives. The fee for an individual is thirty dollars ($30.00) when filing an application for registration as an investment adviser representative, a fee of thirty dollars ($30.00) when filing a renewal of registration as an investment adviser representative, and a fee of thirty dollars ($30.00) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
5. Federal covered investment advisers. A federal covered investment adviser required to file a notice under section 30-14-405, Idaho Code, shall pay an initial fee of thirty dollars ($30.00) and an annual notice fee of thirty dollars ($30.00).
6. Payment. A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this chapter.
7. Dual agent/investment adviser representative. An investment adviser representative who is registered as an agent under section 30-14-402, Idaho Code, and who represents a person that is both registered as a broker-dealer under section 30-14-401, Idaho Code, and registered as an investment adviser under section 30-14-403, Idaho Code, or required as a federal covered investment adviser to make a notice filing under section 30-14-405, Idaho Code, is not required to pay an initial or annual registration fee for registration as an investment adviser representative.

§ 30-14-411. Postregistration requirements.

1. Financial requirements. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a rule adopted or an order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investment advisers registered or required to be registered under this chapter.
2. Financial reports. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222(b) of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall file such financial reports as are required by a rule adopted or an order issued under this chapter. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
3. Recordkeeping. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a):
   1. A broker-dealer registered or required to be registered under this chapter and an investment adviser registered or required to be registered under this chapter shall make and maintain the accounts, correspondence, memoranda, papers, books and other records required by a rule adopted or an order issued under this chapter;
   2. Broker-dealer records required to be maintained under subsection (c)(1) of this section may be maintained in any form of data storage acceptable under section 17(a) of the securities exchange act of 1934 (15 U.S.C. 78q(a)) if they are readily accessible to the administrator; and
   3. Investment adviser records required to be maintained under subsection (c)(1) of this section may be maintained in any form of data storage required by a rule adopted or an order issued under this chapter.
4. Audits or inspections. The records of every person issuing or guaranteeing any securities subject to the provisions of this chapter, if such person is registered or required to be registered under this chapter, and of every broker-dealer, agent, investment adviser or investment adviser representative registered or required to be registered under this chapter are subject to such reasonable periodic, special or other audits or inspections by a representative of the administrator, within or without this state, as the administrator considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The administrator may copy, and may remove for audit or inspection copies of, all records the administrator reasonably considers necessary or appropriate to conduct the audit or inspection. The administrator may assess a reasonable charge for conducting an audit or inspection under this subsection.
5. Custody and discretionary authority bond or insurance. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a rule adopted or an order issued under this chapter may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount not to exceed twenty-five thousand dollars ($25,000). The administrator may determine the requirements of the insurance, bond or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this chapter whose net capital exceeds, or of an investment adviser registered under this chapter whose minimum financial requirements exceed, the amounts required by rule or order under this chapter. The insurance, bond or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond or other satisfactory form of security if instituted within the time limitations in section 30-14-509(j)(2), Idaho Code. (f) Requirements for custody. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or an order issued under this chapter may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) Investment adviser brochure rule. With respect to an investment adviser registered or required to be registered under this chapter, a rule adopted or an order issued under this chapter may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) Continuing education. A rule adopted or an order issued under this chapter may require an individual registered under section 30-14-402 or 30-14-404, Idaho Code, to participate in a continuing education program approved by the securities and exchange commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or an order issued under this chapter may require continuing education for an individual registered under section 30-14-404, Idaho Code.

§ 30-14-412. Denial, revocation, suspension, withdrawal, restriction, condition or limitation of registration. — (a) Disciplinary conditions

Applicants. If the administrator finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a broker-dealer, agent, investment adviser or investment adviser representative, and, if the applicant is a broker-dealer or investment adviser of any partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(b) Disciplinary conditions — Registrants. If the administrator finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this chapter may revoke, suspend, condition or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser of any partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. Provided however, the administrator may not:

1. Institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the administrator or a designee of the administrator more than one (1) year after the date of the order on which it is based; or
2. Under subsection (d)(5)(A) or (B) of this section, issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) of this section would authorize the action had the conduct occurred in this state.
   1. The securities, depository institution, insurance or other financial services regulator of a state or by the securities and exchange commission or other federal agency denying, revoking, barring or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;
   2. The securities regulator of a state or the securities and exchange commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;
   3. The securities and exchange commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;
   4. A court adjudicating a United States postal service fraud order;
   5. The insurance regulator of a state denying, suspending or revoking registration as an insurance agent; or
   6. A depository institution regulator suspending or barring the person from the depository institution business;
3. Findings of fact and conclusions of law in a record in accordance with chapter 52, title 67, Idaho Code.
   1. Limit on investigation or proceeding. The administrator may not institute a proceeding under subsection (a), (b) or (c) of this section based solely on material facts actually known by the administrator unless an investigation or the proceeding is instituted within one (1) year after the administrator actually acquires knowledge of the material facts.

(c) Disciplinary penalties — Registrants. If the administrator finds that the order is in the public interest and subsections (d)(1) through (6), (8), (9), (10), (12) or (13) of this section authorizes the action, an order under this chapter may censure, impose a bar or suspension from association with a broker-dealer or investment adviser registered in this state, or impose a civil penalty in an amount not to exceed five thousand dollars ($5,000) for each violation, on a registrant and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(d) Grounds for discipline. A person may be disciplined under subsections (a) through (c) of this section if the person:

(1) Has filed an application for registration in this state under this chapter or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(2) Willfully violated or willfully failed to comply with this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act within the previous ten (10) years; (3) Has been convicted of any felony or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;

(4) Is enjoined or restrained by a court of competent jurisdiction in an action instituted by the administrator under this chapter or the predecessor act, a state, the securities and exchange commission, or the United States from engaging in or continuing an act, practice or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;

(5) Is the subject of an order, issued after notice and opportunity for hearing by:

(6) Is the subject of an adjudication or determination, after notice and opportunity for hearing, by the securities and exchange commission, the commodity futures trading commission; the federal trade commission; a federal depository institution regulator, or a depository institution, insurance or other financial services regulator of a state that the person willfully violated the securities act of 1933, the securities exchange act of 1934, the investment advisers act of 1940, the investment company act of 1940, or the commodity exchange act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking or finance is regulated;

(7) Is insolvent, either because the person’s liabilities exceed the person’s assets or because the person cannot meet the person’s obligations as they mature, provided however that the administrator may not enter an order against an applicant or registrant under this paragraph (7) without a finding of insolvency as to the applicant or registrant;

(8) Refuses to allow or otherwise impedes the administrator from conducting an audit or inspection under section 30-14-411(d), Idaho Code, or refuses access to a registrant’s office to conduct an audit or inspection under section 30-14-411(d), Idaho Code;

(9) Has failed to reasonably supervise an agent, investment adviser representative or other individual, if the agent, investment adviser representative or other individual was subject to the person’s supervision and committed a violation of this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act within the previous ten (10) years;

(10) Has not paid the proper filing fee within thirty (30) days after having been notified by the administrator of a deficiency, provided however that the administrator shall vacate an order under this paragraph (10) when the deficiency is corrected; (11) After notice and opportunity for a hearing, has been found within the previous ten (10) years:

(A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking or finance is regulated;

(B) To have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative or similar person; or

(C) To have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;

(12) Is the subject of a cease and desist order issued by the securities and exchange commission or issued under the securities, commodities, investment, franchise, banking, finance or insurance laws of a state;

(13) Has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance or insurance business within the previous ten (10) years; or

(14) Is not qualified on the basis of factors such as training, experience and knowledge of the securities business. Provided however, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph (14) if the individual has successfully completed all examinations required by subsection (e) of this section. The administrator may require an applicant for registration under section 30-14-402 or 30-14-404, Idaho Code, who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination.

(e) Examinations. A rule adopted or an order issued under this chapter may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this chapter may waive, in whole or in part, an examination as to an individual and a rule adopted under this chapter may waive, in whole or in part, an examination as to a class of individuals if the administrator determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) Summary process. The administrator may suspend or deny an application summarily; restrict, condition, limit or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the administrator shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the administrator within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) Procedural requirements. An order issued may not be issued under this section, except under subsection (f) of this section, without: (1) Appropriate notice to the applicant or registrant;

(2) Opportunity for hearing; and

(h) Control person liability. A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the administrator under subsections (a) through (c) of this section to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

§ 30-14-501. General fraud.

It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:

1. To employ a device, scheme, or artifice to defraud;
2. To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
3. To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person; or
4. To divert investor money to the personal use of the issuer, offeror or seller, or to pay prior investors without specifically disclosing that use before receiving the investor’s money.

§ 30-14-502. Prohibited conduct in providing investment advice.

1. Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities:
   1. To employ a device, scheme, or artifice to defraud another person;
   2. To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person; or
   3. To divert investor money to the personal use of the issuer, offeror or seller, or to pay prior investors without specifically disclosing that use before receiving the investor’s money.
2. Rules defining fraud. A rule adopted under this chapter may define an act, practice, or course of business of an investment adviser or an investment adviser representative, as fraudulent, deceptive or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive or manipulative.
3. Rules specifying contents of advisory contract. A rule adopted or an order issued under this chapter may specify the contents of an investment advisory contract entered into, extended or renewed by an investment adviser.

§ 30-14-503. Evidentiary burden.

1. Civil. In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption or exclusion has the burden to prove the applicability of the claim.
2. Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption or exclusion has the burden of going forward with evidence of the claim.

§ 30-14-504. Filing of sales and advertising literature.

1. Filing requirement. Except as otherwise provided in subsection (b) of this section, a rule adopted or an order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this chapter.
2. Excluded communications. This section does not apply to sales and advertising literature specified in subsection (a) of this section which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by section 30-14-201, 30-14-202 or 30-14-203, Idaho Code, except as required pursuant to section 30-14-201(7), Idaho Code.

§ 30-14-505. Misleading filings.

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.

§ 30-14-506. Misrepresentations concerning registration or exemption.

The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the administrator that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption or exclusion for a security or a transaction does not mean that the administrator has passed upon the merits or qualifications of, or recommended or given approval to, a person, security or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.

§ 30-14-507. Qualified immunity.

A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, or designee of the administrator, the securities and exchange commission or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement’s truth or falsity.

§ 30-14-508. Criminal penalties.

1. Criminal penalties. A person that willfully violates this chapter, or a rule adopted or an order issued under this chapter, except section 30-14-504, Idaho Code, or the notice filing requirements of section 30-14-302 or 30-14-405, Idaho Code, or that willfully violates section 30-14-505, Idaho Code, knowing the statement made to be false or misleading in a material respect, shall be guilty of a felony and upon conviction, shall be fined not more than ten thousand dollars ($10,000) or imprisoned not more than five (5) years, or both. An individual convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.
2. A person that willfully violates section 30-14-501 or 30-14-502(a), Idaho Code, and in connection with that violation, the violator knowingly accepts any money representing:
   1. Equity in a person’s home;
   2. A withdrawal from any individual retirement account or similar retirement account; or
   3. A withdrawal from any qualified retirement plan as defined in the Internal Revenue Code,
3. If, in the commission of an offense described in subsection (a) or (b) of this section, the victim is an elder or dependent adult, and the violator has knowledge that the victim is an elder or dependent adult, the defendant shall receive an additional term of imprisonment as follows:
   1. Three (3) years if the victim is under seventy (70) years of age.
   2. Five (5) years if the victim is seventy (70) years of age or older.
4. As used in this section, “elder” means any person who is sixty-five (65) years of age or older.
5. As used in this section, “dependent adult” means any person who is between the ages of eighteen (18) and sixty-four (64) years, who has physical or mental limitations which restrict the person’s ability to carry out normal activities or to protect the person’s rights, including, but not limited to, persons who have physical or developmental disabilities or whose physical or mental abilities have diminished because of age.
6. No indictment or information may be returned under this chapter more than five (5) years after the alleged violation.
7. Criminal reference not required. The attorney general or the proper prosecuting attorney with or without a reference from the administrator, may institute criminal proceedings under this chapter.
8. No limitation on other criminal enforcement. This chapter does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.

shall upon conviction be punished by imprisonment for not less than three (3) years or more than fifteen (15) years if, at the time the crime was committed, the property, money or thing unlawfully obtained or sought to be obtained was worth ten thousand dollars ($10,000) or more.

§ 30-14-509. Civil liability.

1. Securities litigation uniform standards act. Enforcement of civil liability under this section is subject to the securities litigation uniform standards act of 1998, as cited in section 30-14-103, Idaho Code.
2. Liability of seller to purchaser. A person is liable to the purchaser if the person sells a security in violation of section 30-14-301, Idaho Code, or, by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing the untruth or omission and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:
   1. The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase, costs, and reasonable attorneys’ fees determined by the court, upon the tender of the security, or for actual damages as provided in subsection (b)(3) of this section.
   2. The tender referred to in subsection (b)(1) of this section may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in subsection (b)(3) of this section.
   3. Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase, costs, and reasonable attorneys’ fees determined by the court.
3. Liability of purchaser to seller. A person is liable to the seller if the person buys a security by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:
   1. The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys’ fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in subsection (c)(3) of this section.
   2. The tender referred to in subsection (c)(1) of this section may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in subsection (c)(3) of this section.
   3. Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser’s conduct causing liability, and at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the sale of the security, costs, and reasonable attorneys’ fees determined by the court. (d) Liability of unregistered broker-dealer and agent. A person acting as a broker-dealer or agent that sells or buys a security in violation of section 30-14-401(a), 30-14-402(a) or 30-14-506, Idaho Code, is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in subsections (b)(1) through (3) of this section, or, if a seller, for a remedy as specified in subsections (c)(1) through (3) of this section.
   4. A person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f) of this section, unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist. (h) Right of contribution. A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.
      1. Survival of cause of action. A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(e) Liability of unregistered investment adviser and investment adviser representative. A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of section 30-14-403(a), 30-14-404(a) or 30-14-506, Idaho Code, is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of payment, costs, and reasonable attorneys’ fees determined by the court.

(f) Liability for investment advice. A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following:

(1) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the fraudulent conduct, costs, and reasonable attorneys’ fees determined by the court, less the amount of any income received as a result of the fraudulent conduct.

(2) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.

(g) Joint and several liability. The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f) of this section:

(1) A person that directly or indirectly controls a person liable under subsections (b) through (f) of this section, unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(2) An individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f) of this section, including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(3) An individual who is an employee of or associated with a person liable under subsections (b) through (f) of this section and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and

(j) Statute of limitations. A person may not obtain relief:

(1) Under subsection (b) of this section for violation of section 30-14-301, Idaho Code, or under subsection (d) or (e) of this section, unless the action is instituted within one (1) year after the violation occurred; or

(2) Under subsection (b) of this section, other than for violation of section 30-14-301, Idaho Code, or under subsection (c) or (f) of this section, unless the action is instituted within the earlier of two (2) years after discovery of the facts constituting the violation or five (5) years after the violation.

(k) No enforcement of violative contract. A person that has made, or has engaged in the performance of, a contract in violation of this chapter or a rule adopted or an order issued under this chapter, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this chapter, may not base an action on the contract.

( l ) No contractual waiver. A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this chapter or a rule adopted or an order issued under this chapter is void.

(m) Survival of other rights or remedies. The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist, but this chapter does not create a cause of action not specified in this section or section 30-14-411(e), Idaho Code.

§ 30-14-510. Rescission offers.

A purchaser, seller, or recipient of investment advice may not maintain an action under section 30-14-509, Idaho Code, if:

1. The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:
   1. An offer stating the respect in which liability under section 30-14-509, Idaho Code, may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person’s rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this chapter to be furnished to that person at the time of the purchase, sale, or investment advice;
   2. If the basis for relief under this section may have been a violation of section 30-14-509(b), Idaho Code, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;
   3. If the basis for relief under this section may have been a violation of section 30-14-509(c), Idaho Code, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser’s conduct that may have caused liability and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the sale;
   4. If the basis for relief under this section may have been a violation of section 30-14-509(d), Idaho Code; and if the customer is a purchaser, an offer to pay as specified in subsection (b) of this section [paragraph (2) of this subsection]; or, if the customer is a seller, an offer to tender or to pay as specified in subsection (c) of this section [paragraph (3) of this subsection];
   5. If the basis for relief under this section may have been a violation of section 30-14-509(e), Idaho Code, an offer to reimburse in cash the consideration paid for the advice and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of payment; or
   6. If the basis for relief under this section may have been a violation of section 30-14-509(f), Idaho Code, an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at the annual rate of interest set forth in section 28-22-104(2), Idaho Code, from the date of the violation causing the loss; (b) The offer under subsection (a)(1) [subsection (a)] of this section states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the administrator, by order, specifies;

(c) The offeror has the present ability to pay the amount offered or to tender the security under subsection (a)(1) [subsection (a)] of this section;

(d) The offer under subsection (a)(1) [subsection (a)] of this section is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(e) The purchaser, seller, or recipient of investment advice that accepts the offer under subsection (a)(1) [subsection (a)] of this section in a record within the period specified under subsection (a)(2) [subsection (b)] of this section is paid in accordance with the terms of the offer.

§ 30-14-601. Administration.

1. Administration. The administration of the provisions of this chapter shall be under the general supervision and control of the administrator.
2. Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that are not public under section 30-14-607(b), Idaho Code. This chapter does not authorize the administrator or an officer, employee, or designee of the administrator to disclose the record or information, except in accordance with section 30-14-602, 30-14-607(c) or 30-14-608, Idaho Code.
3. No privilege or exemption created or diminished. This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.
4. Investor education. The administrator may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the administrator may collaborate with public and nonprofit organizations with an interest in investor education. The administrator may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the administrator to require participation or monetary contributions of a registrant in an investor education program.
5. The securities investor education and training fund. The securities investor education and training fund is hereby created to provide funds for the purposes specified in subsection (d) of this section. All moneys received by the state by reason of civil penalties and administrative fines collected pursuant to this chapter shall be deposited in the securities investor education and training fund up to but not exceeding fifty thousand dollars ($50,000) per year. The administrator may use funds in this account in a manner consistent with the duties of the department of finance under this chapter.

§ 30-14-602. Investigations and subpoenas.

1. Authority to investigate. The administrator may:
   1. Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a rule adopted or an order issued under this chapter, or to aid in the enforcement of this chapter or in the adoption of rules and forms under this chapter;
   2. Require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the administrator determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted; and
   3. Publish a record concerning an action, proceeding, or an investigation under, or a violation of, this chapter or a rule adopted or an order issued under this chapter if the administrator determines it is necessary or appropriate in the public interest and for the protection of investors.
2. Administrator powers to investigate. For the purpose of an investigation or proceeding under this chapter, the administrator or its designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the administrator considers relevant or material to the investigation or proceeding.
3. Procedure and remedies for noncompliance. If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the administrator under this chapter, the administrator may apply to any court of competent jurisdiction or a court of another state for an order to enforce compliance. The court may:
   1. Hold the person in contempt;
   2. Order the person to appear before the administrator;
   3. Order the person to testify about the matter under investigation or in question;
   4. Order the production of records;
   5. Grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;
   6. Impose a civil penalty of not less than five hundred dollars ($500) and not greater than five thousand dollars ($5,000) for each violation; and
   7. Grant any other necessary or appropriate relief.
4. Application for relief. This section does not preclude a person from applying to any court of competent jurisdiction or a court of another state for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.
5. Use immunity procedure. An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the administrator under this chapter or in an action or proceeding instituted by the administrator under this chapter on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual’s privilege against self-incrimination, the administrator may apply to any court of competent jurisdiction to compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order. (f) Assistance to securities regulator of another jurisdiction. At the request of a law enforcement or other governmental or regulatory agency or self-regulatory organization, the administrator may provide assistance if the requesting entity states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The administrator may provide the assistance by using the authority to investigate and the powers conferred by this section as the administrator determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this chapter or other law of this state if occurring in this state. In deciding whether to provide the assistance, the administrator may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state, federal or foreign jurisdiction to the administrator on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the administrator to carry out the request for assistance.

§ 30-14-603. Civil enforcement.

1. Civil action instituted by administrator. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this chapter or a rule adopted or an order issued under this chapter, the administrator may maintain an action in any court of competent jurisdiction to enjoin the act, practice, or course of business and to enforce compliance with this chapter or a rule adopted or an order issued under this chapter.
2. Relief available. In an action under this section and on a proper showing, the court may:
   1. Issue a permanent or temporary injunction, restraining order, or declaratory judgment;
   2. Order other appropriate or ancillary relief, which may include:
      1. An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the administrator, for the defendant or the defendant’s assets;
      2. Ordering the administrator to take charge and control of a defendant’s property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;
      3. Imposing a civil penalty not to exceed ten thousand dollars ($10,000) for each violation; an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this chapter or the predecessor act or a rule adopted or an order issued under this chapter or the predecessor act; and
      4. Ordering the payment of prejudgment and postjudgment interest; or
   3. Order such other relief as the court considers appropriate.
3. No bond required. The administrator shall not be required to post a bond in an action or proceeding under this chapter.
4. Statute of limitation. If the administrator brings a civil action under this section, such action must be instituted within three (3) years from the discovery by the administrator of the facts constituting the alleged violation.

§ 30-14-604. Administrative enforcement.

1. Issuance of an order or notice. If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this chapter or a rule adopted or an order issued under this chapter, the administrator may:
   1. Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this chapter;
   2. Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under section 30-14-401(b)(1)(D) or (F), Idaho Code, or an investment adviser under section 30-14-403(b)(1)(C), Idaho Code; or
   3. Issue an order under section 30-14-204, Idaho Code.
2. Summary process. An order under subsection (a) of this section is effective on the date of issuance. Upon issuance of the order, the administrator shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the administrator will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen (15) days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the administrator within thirty (30) days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.
3. Procedure for final order. If a hearing is requested or ordered pursuant to subsection (b) of this section, a hearing must be held pursuant to chapter 52, title 67, Idaho Code. A final order may not be issued unless the administrator makes findings of fact and conclusions of law in a record pursuant to chapter 52, title 67, Idaho Code. The final order may make final, vacate, or modify the order issued under subsection (a) of this section.
4. Civil penalty. In a final order under subsection (c) of this section, the administrator may impose a civil penalty not to exceed five thousand dollars ($5,000) for each violation.
5. Costs. In a final order, the administrator may charge the actual cost of an investigation or proceeding for a violation of this chapter or a rule adopted or an order issued under this chapter.
6. Filing of certified final order with court — Effect of filing. If a petition for judicial review of a final order is not filed in accordance with section 30-14-609, Idaho Code, the administrator may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court. (g) Enforcement by court — Further civil penalty. If a person does not comply with an order under this section, the administrator may petition a court of competent jurisdiction to enforce the order. The court may not require the administrator to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five hundred dollars ($500) but not greater than five thousand dollars ($5,000) for each violation and may grant any other relief the court determines is just and proper in the circumstances.

§ 30-14-605. Rules, forms, orders, interpretative opinions, and hearings.

1. Issuance and adoption of forms, orders, and rules. The administrator may:
   1. Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;
   2. By rule, define terms, whether or not used in this chapter, but those definitions may not be inconsistent with this chapter; and
   3. By rule, classify securities, persons, and transactions and adopt different requirements for different classes.
2. Findings and cooperation. Under this chapter, a rule or form may not be adopted or amended, or an order issued or amended, unless the administrator finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this chapter. In adopting, amending, and repealing rules and forms, section 30-14-608, Idaho Code, applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.
3. Financial statements. Subject to section 15(i) of the securities exchange act and section 222 of the investment advisers act of 1940, the administrator may require that a financial statement filed under this chapter be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or an order issued under this chapter. A rule adopted or an order issued under this chapter may establish:
   1. Subject to section 15(i) of the securities exchange act and section 222 of the investment advisors act of 1940, the form and content of financial statements required under this chapter;
   2. Whether unconsolidated financial statements must be filed; and
   3. Whether required financial statements must be audited by an independent certified public accountant.
4. Interpretative opinions. The administrator may provide interpretative opinions or issue determinations that the administrator will not institute a proceeding or an action under this chapter against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this chapter. A rule adopted or an order issued under this chapter may establish a reasonable charge for interpretative opinions or determinations that the administrator will not institute an action or a proceeding under this chapter.
5. Effect of compliance. A penalty under this chapter may not be imposed for, and liability does not arise from, conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the administrator under this chapter.
6. Presumption for public hearings. A hearing in an administrative proceeding under this chapter must be conducted in public unless the administrator for good cause consistent with this chapter determines that the hearing will not be so conducted.

§ 30-14-606. Administrative files and opinions.

1. Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this chapter or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or the predecessor act; and interpretative opinions or no action determinations issued under this chapter.
2. Public availability. The administrator shall make all rules, forms, interpretative opinions, and orders available to the public.
3. Copies of public records. The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this chapter may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the administrator of a record’s nonexistence is prima facie evidence of a record or its nonexistence.

§ 30-14-607. Public records — Confidentiality.

1. Presumption of public records. Except as otherwise provided in subsection (b) of this section, records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.
2. Nonpublic records. Records as set forth in section 74-111, Idaho Code, are not public records and are not available for public examination under subsection (a) of this section.
3. Administrator discretion to disclose. If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in section 30-14-608(a), Idaho Code, the administrator may disclose a record obtained in connection with an audit or inspection under section 30-14-411(d), Idaho Code, or a record obtained in connection with an investigation under section 30-14-602, Idaho Code.

§ 30-14-608. Uniformity and cooperation with other agencies.

1. Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to section 30-14-607, Idaho Code, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the securities and exchange commission, the United States department of justice, the commodity futures trading commission, the federal trade commission, the securities investor protection corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking or insurance regulator, and a governmental law enforcement or regulatory agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
2. Policies to consider. In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the administrator shall, in the administrator’s discretion, take into consideration in carrying out the public interest the following general policies:
   1. Maximizing effectiveness of regulation for the protection of investors;
   2. Maximizing uniformity in federal and state regulatory standards; and
   3. Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
3. Subjects for cooperation. The cooperation, coordination, consultation, and sharing of records and information authorized by this section include:
   1. Establishing or employing one (1) or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;
   2. Developing and maintaining uniform forms;
   3. Conducting a joint examination or investigation;
   4. Holding a joint administrative hearing;
   5. Instituting and prosecuting a joint civil or administrative proceeding;
   6. Sharing and exchanging personnel;
   7. Coordinating registrations under section 30-14-301, Idaho Code, and sections 30-14-401 through 30-14-404, Idaho Code, and exemptions under section 30-14-203, Idaho Code;
   8. Sharing and exchanging records, subject to section 30-14-607, Idaho Code;
   9. Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
   10. Formulating common systems and procedures;
   11. Notifying the public of proposed rules, forms, statements of policy, and guidelines;
   12. Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and (13) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.

§ 30-14-609. Judicial review.

Judicial review of orders. A final order issued by the administrator under this chapter is subject to judicial review in accordance with chapter 52, title 67, Idaho Code.

§ 30-14-610. Jurisdiction.

1. Sales and offers to sell. Sections 30-14-301, 30-14-302, 30-14-401(a), 30-14-402(a), 30-14-403(a), 30-14-404(a), 30-14-501, 30-14-506, 30-14-509 and 30-14-510, Idaho Code, do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.
2. Purchases and offers to purchase. Sections 30-14-401(a), 30-14-402(a), 30-14-403(a), 30-14-404(a), 30-14-501, 30-14-506, 30-14-509 and 30-14-510, Idaho Code, do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.
3. Offers in this state. For the purpose of this section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer:
   1. Originates from within this state; or
   2. Is directed by the offeror to a place in this state and received at the place to which it is directed.
4. Acceptances in this state. For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance:
   1. Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and
   2. Has not previously been communicated to the offeror, orally or in a record, outside this state.
5. Publications, radio, television, or electronic communications. An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher’s behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds (2/3) of its circulation outside this state during the previous twelve (12) months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless:
   1. The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
   2. The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state;
   3. The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system; or
   4. The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state. (f) Investment advice and misrepresentations. Sections 30-14-403(a), 30-14-404(a), 30-14-405(a), 30-14-502, 30-14-505 and 30-14-506, Idaho Code, apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.

§ 30-14-611. Service of process.

1. Signed consent to service of process. A consent appointing the administrator the person’s agent for service of process in a noncriminal action or proceeding against the person, or the person’s successor or personal representative under this chapter or a rule adopted or an order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. Registrants shall be required to submit a consent to service of process only if there has been a material change.
2. Conduct constituting appointment of agent for service. If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or an order issued under this chapter and the person has not filed a consent to service of process under subsection (a) of this section, the act, practice, or course of business constitutes the appointment of the administrator as the person’s agent for service of process in a noncriminal action or proceeding against the person or the person’s successor or personal representative.
3. Procedure for service of process. Service under subsection (a) or (b) of this section may be made by providing a copy of the process to the office of the administrator, but it is not effective unless:
   1. The plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
   2. The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.
4. Service in administrative proceedings or civil actions by administrator. Service pursuant to subsection (c) of this section may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party.
5. Opportunity to defend. If process is served under subsection (c) of this section, the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.

§ 30-14-612. Severability clause.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

§ 30-14-701. Effective date.

This act takes effect on September 1, 2004.

§ 30-14-702. Repeals.

The following chapter is repealed: The Idaho securities act, chapter 14, title 30, Idaho Code.

§ 30-14-703. Application of chapter to existing proceeding and existing rights and duties.

1. Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after the effective date of this act, whichever is earlier.
2. Continued effectiveness under predecessor act. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.
3. Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one (1) year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.

§ 30-1501. Definitions.

1. “Board of trade” means any person or group of persons engaged in buying or selling any commodity or receiving the same for sale on consignment, whether such person or group of persons is characterized as a board of trade, exchange or other form of marketplace.
2. “CFTC rule” means any rule, regulation or order of the commodity futures trading commission in effect on the effective date of this chapter and all subsequent amendments, additions or other revisions thereto, unless the director, within thirty (30) days following the effective date of any such amendment, addition or revision, disallows the application thereof to any provision of this chapter by rule, regulation or order.
3. “Commodity” means, except as otherwise specified by the director by rule, regulation or order, any agricultural, grain or livestock product or by-product, any metal or mineral including a precious metal as defined in subsection (13) of this section, any gem or gemstone whether characterized as precious, semiprecious or otherwise, any fuel whether liquid, gaseous or otherwise, any foreign currency, and all other goods, articles, products or items of any kind of any other commodity as defined in the commodity exchange act or commodity futures trading commission rules; provided that the term commodity shall not include:
   1. A numismatic coin whose fair market value is at least fifteen per cent (15%) higher than the value of the metal it contains;
   2. Real property or any timber, agricultural or livestock product grown or raised on real property and offered or sold by the owner or lessee of such real property; or
   3. Any work of art offered or sold by art dealers, at public auction or offered or sold through a private sale by the owner thereof.
4. “Commodity contract” means:
   1. Any account, agreement or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or consumption by the offeree or purchaser, of one or more commodities, whether for immediate or subsequent delivery or whether delivery is intended by the parties, and whether characterized as a cash contract, deferred shipment or deferred delivery contract, forward contract, futures contract, installment or margin contract, leverage contract or otherwise. Any commodity contract offered or sold shall, in the absence of evidence to the contrary, be presumed to be offered or sold for speculation or investment purposes; and
   2. Does not include any contract or agreement which requires, and under which the purchaser receives, within twenty-eight (28) calendar days from the payment in good funds of any portion of the purchase price, physical delivery of the total amount of each commodity to be purchased under the contract or agreement.
   3. An associated person of any of the foregoing,
   4. Floor broker, and
   5. Any other person, other than a futures association, required to register with the commodity futures trading commission.
5. “Commodity exchange act” means the act of congress known as the commodity exchange act, as amended, codified at 7 U.S.C. section 1, et seq. and all subsequent amendments, additions or other revisions thereto, unless the director, within thirty (30) days following the effective date of any such amendment, addition or revision, disallows the application thereof to any provision of this chapter by rule, regulation or order.
6. “Commodity futures trading commission” means the independent regulatory agency established by congress to administer the commodity exchange act.
7. “Commodity merchant” means any of the following as defined or described in the commodity exchange act or by CFTC rule: (a) Futures commission merchant,
8. “Commodity option” means:
   1. Any account, agreement or contract giving a party thereto the right, but not the obligation, to purchase or sell one or more commodities or one or more commodity contracts, whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty or otherwise; and
   2. Does not include an option traded on a national securities exchange registered with the United States securities and exchange commission.
9. “Director” means the director of the Idaho department of finance or an agent or employee authorized to act on the director’s behalf.
10. “Financial institution” means a bank, savings institution or trust company organized under, or supervised pursuant to the laws of the United States or this state.
11. “Offer” includes every offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option.
12. “Person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government, but shall not include a contract market designated by the commodity futures trading commission or any clearinghouse thereof or a national securities exchange registered with the securities and exchange commission, or any employee, officer or director of such contract market, clearinghouse or exchange acting solely in that capacity.
13. “Precious metal” means the following in either coin, bullion or other form:
    1. Silver,
    2. Gold,
    3. Platinum,
    4. Palladium,
    5. Copper, and
    6. Such other items as the director may specify by rule.
14. “Sale” or “sell” includes every sale, contract of sale, contract to sell, or disposition, for value.

(b) Commodity pool operator,

(c) Commodity trading adviser,

(d) Introducing broker,

(e) Leverage transaction merchant,

§ 30-1502. Unlawful commodity transactions.

Except as otherwise provided in sections [section] 30-1503 or 30-1504, Idaho Code, no person shall sell or purchase or offer to sell or purchase any commodity under any commodity contract or under any commodity option or offer to enter into or enter into as seller or purchaser any commodity contract or any commodity option.

§ 30-1503. Exempt person — Transactions.

1. The prohibitions in section 30-1502, Idaho Code, shall not apply to any transaction offered by and in which any of the following persons or any employee, officer or director thereof, acting solely in that capacity is the purchaser or seller:
   1. A person registered with the commodity futures trading commission as a futures commission merchant or as a leverage transaction merchant whose activities require such registration;
   2. A person registered with the securities and exchange commission or under the laws of this state as a securities broker-dealer whose activities require such registration;
   3. A person affiliated with, and whose obligations and liabilities under the transaction are guaranteed by a person referred to in paragraph (a) or (b) of this subsection;
   4. A person who is a member of a contract market designated by the commodity futures trading commission or any clearinghouse thereof; or
   5. A financial institution.
2. The exemption provided in this section shall not apply to any transaction or activity which is prohibited by the commodity exchange act or CFTC rule.

§ 30-1504. Exempt transactions.

1. The prohibitions in section 30-1502, Idaho Code, shall not apply to the following:
   1. An account, agreement or transaction within the exclusive jurisdiction of the commodity futures trading commission as granted under the commodity exchange act;
   2. A commodity contract for the purchase of one or more precious metals which requires, and under which the purchaser receives, within seven (7) calendar days from the payment in good funds of any portion of the purchase price, physical delivery of the quantity of the precious metals purchased by such payment, provided that, for purposes of this paragraph, physical delivery shall be deemed to have occurred if, within such seven (7) day period, such quantity of precious metals purchased by such payment is delivered whether in specifically segregated or fungible bulk form into the possession of a depository, other than the seller, which is either:
      1. A financial institution,
      2. A depository the warehouse receipts of which are recognized for delivery purposes for any commodity on a contract market designated by the commodity futures trading commission,
      3. A storage facility licensed or regulated by the United States or any agency thereof, or
      4. A depository designated by the director, and such depository or other person which itself qualifies as a depository as aforesaid, issues and the purchaser receives, a certificate, document of title, confirmation or other instrument evidencing that such quantity of precious metals has been delivered to the depository and is being and will continue to be held by the depository on the purchaser’s behalf, free and clear of all liens and encumbrances, other than liens of the purchaser, tax liens, liens agreed to by the purchaser, or liens of the depository for fees and expenses, which have previously been disclosed to the purchaser;
   3. A commodity contract solely between persons engaged in producing, processing, using commercially or handling as merchants, each commodity subject thereto, or any by-product; or
   4. A commodity contract under which the offeree or the purchaser is a person referred to in section 30-1503, Idaho Code, an insurance company, or an investment company as defined in the investment company act of 1940.
2. The director may issue rules, regulations or orders prescribing the terms and conditions of all transactions and contracts covered by the provisions of this chapter which are not within the exclusive jurisdiction of the commodity futures trading commission as granted by the commodity exchange act, exempting any person or transaction from any provision of this chapter conditionally or unconditionally and otherwise implementing the provisions of this chapter for the protection of purchasers and sellers of commodities.

§ 30-1505. Unlawful commodity activities.

1. No person shall engage in a trade or business or otherwise act as a commodity merchant unless such person:
   1. Is registered or temporarily licensed with the commodity futures trading commission for each activity constituting such person as a commodity merchant and such registration or temporary license shall not have expired, nor been suspended nor revoked; or
   2. Is exempt from such registration by virtue of the commodity exchange act or of a CFTC rule.
2. No board of trade shall trade, or provide a place for the trading of, any commodity contract or commodity option required to be traded on or subject to the rules of a contract market designated by the commodity futures trading commission unless such board of trade has been so designated for such commodity contract or commodity option and such designation shall not have been vacated, nor suspended nor revoked.

§ 30-1506. Fraudulent conduct — Liability of principals, controlling persons and others.

1. It is unlawful for any person, directly or indirectly, in connection with a commodity contract or commodity option:
   1. To employ any device, scheme or artifice to defraud;
   2. To make any false report, enter any false record or make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;
   3. To engage in any transaction, act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or
   4. To misappropriate or convert the funds, security or property of any other person.
2. The act, omission or failure of any person acting for any individual, association, partnership, corporation or trust within the scope of the person’s employment or office shall be deemed the act, omission or failure of the individual, association, partnership, corporation or trust, as well as of the person.
3. Every person who directly or indirectly controls another person liable under any provision of this chapter, every partner, officer, or director of such other person, every person occupying a similar status or performing similar functions, every employee of such other person who materially aids in the violation is also liable jointly and severally with and to the same extent as such other person, unless the person who is also liable by virtue of this provision sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist.

§ 30-1507. Securities statutes unaffected.

Nothing in this chapter shall impair, derogate or otherwise affect the authority or powers of the director under the Idaho securities act [uniform securities act (2004)] or the application of any provision thereof to any person or transaction subject thereto.

§ 30-1508. Purpose.

The provisions of this chapter may be construed and implemented to effectuate the general purpose to protect investors, to prevent and prosecute illegal and fraudulent schemes involving commodity contracts and to maximize coordination with federal law and laws of other states and the administration and enforcement thereof. The provisions of this chapter are not intended to create any rights or remedies upon which actions may be brought by private persons against persons who violate the provisions of this chapter.

§ 30-1509. Investigations.

1. The director may make investigations, within or outside this state, as the director deems necessary or appropriate to:
   1. Determine whether any person has violated, or is about to violate, any provision of this chapter or any rule or order hereunder; or
   2. Aid in enforcement of the provisions of this chapter.
2. The director may publish information concerning any violation of the provisions of this chapter or any rule or order of the director.
3. For purposes of any investigation or proceeding under this chapter, the director or any officer or employee designated by him, may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the director deems to be relevant or material to the inquiry.
4. 1. If a person does not give testimony or produce the documents required by the director pursuant to an administrative subpoena, the director may apply for a court order compelling compliance with the subpoena or the giving of the required testimony. (4)(a) If a person does not give testimony or produce the documents required by the director pursuant to an administrative subpoena, the director may apply for a court order compelling compliance with the subpoena or the giving of the required testimony.
   2. The request for order of compliance may be addressed to any court of competent jurisdiction, within or outside the state.

§ 30-1510. Enforcement.

1. If the director believes, whether or not based upon an investigation conducted under section 30-1509, Idaho Code, that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order hereunder, the director may:
   1. Issue a cease and desist order;
   2. Issue an order imposing a civil penalty in an amount which may not exceed twenty-five thousand dollars ($25,000) for any single violation or one hundred thousand dollars ($100,000) for multiple violations in a single proceeding or a series of related proceedings; or
   3. Initiate any of the actions specified in subsection (2) of this section.
2. The director may institute any of the following actions in the appropriate courts of this state, or in the appropriate courts of another state, in addition to any legal or equitable remedies otherwise available:
   1. An action for a declaratory judgment;
   2. An action for a permanent or temporary injunction, restraining order or writ of mandamus to enjoin the violation and to ensure compliance with the provisions of this chapter or any rule or order of the director;
   3. An action for disgorgement and other equitable remedies; and
   4. An action for appointment of a receiver or conservator for the defendant or the defendant’s assets.

§ 30-1511. Power of court to grant relief.

1. 1. Upon a showing by the director that a person has violated, or is about to violate, any provision of this chapter or any rule or order of the director, the court may grant appropriate legal or equitable remedies. (1)(a) Upon a showing by the director that a person has violated, or is about to violate, any provision of this chapter or any rule or order of the director, the court may grant appropriate legal or equitable remedies.
   2. Upon a showing of violation of the provisions of this chapter or a rule or order of the director, the court, in addition to traditional legal and equitable remedies, including temporary restraining orders, permanent or temporary injunctions, and writs of prohibition or mandamus, may grant the following special remedies:
      1. Imposition of a civil penalty in an amount which may not exceed twenty-five thousand dollars ($25,000) for any single violation or one hundred thousand dollars ($100,000) for multiple violations in a single proceeding or a series of related proceedings;
      2. Disgorgement;
      3. Declaratory judgment;
      4. Restitution to investors wishing restitution; and
      5. Appointment of a receiver or conservator for the defendant or the defendant’s assets.
   3. Appropriate remedies when the defendant is shown only about to violate the provisions of this chapter or a rule or order of the director shall be limited to:
      1. A temporary restraining order;
      2. A temporary or permanent injunction;
      3. A writ of prohibition or mandamus; or
      4. An order appointing a receiver or conservator for the defendant or the defendant’s assets.
2. The court shall not require the director to post a bond in any official action under this chapter.
3. 1. Upon a proper showing by the director or securities or commodity agency of another state that a person, other than a government or governmental agency or instrumentality, has violated, or is about to violate, any provision of the commodity act of that state or any rule or order of the director or securities or commodity agency of that state, the court may grant appropriate legal and equitable remedies. (3)(a) Upon a proper showing by the director or securities or commodity agency of another state that a person, other than a government or governmental agency or instrumentality, has violated, or is about to violate, any provision of the commodity act of that state or any rule or order of the director or securities or commodity agency of that state, the court may grant appropriate legal and equitable remedies.
   2. Upon a showing of a violation of the securities or commodity act of the foreign state or a rule or order of the director or securities or commodity agency of the foreign state, the court, in addition to traditional legal or equitable remedies including temporary restraining orders, permanent or temporary injunctions and writs of prohibition or mandamus, may grant the following special remedies:
      1. Disgorgement; and
      2. Appointment of a receiver, conservator, or ancillary receiver or conservator for the defendant or the defendant’s assets located in the state.
   3. Appropriate remedies when the defendant is shown only about to violate the securities or commodity act of the foreign state or a rule or order of the director or securities or commodity agency of the foreign state shall be limited to:
      1. A temporary restraining order;
      2. A temporary or permanent injunction;
      3. A writ of prohibition or mandamus; or (iv) An order appointing a receiver, conservator, or ancillary receiver or conservator for the defendant or the defendant’s assets located in this state.

§ 30-1512. Criminal penalties.

1. Any person who willfully violates:
   1. Any provision of this chapter; or
   2. Any rule or order of the director under this chapter shall, upon conviction, be fined not more than twenty-five thousand dollars ($25,000) or imprisoned for not more than ten (10) years, or both, for each violation.
2. Any person convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the person proves he had no knowledge of the rule or order.
3. The director may refer such evidence as is available concerning violations of the provisions of this chapter or any rule or order of the director to the attorney general of this state or the proper prosecuting attorney, who may, with or without such a reference from the director, institute the appropriate criminal proceedings under this chapter.

§ 30-1513. Administration — Rules and forms.

1. The administration of the provisions of this chapter shall be under the general supervision and control of the director. The director may from time to time make, amend and rescind such rules and forms as are necessary to carry out the provisions of this chapter. No rule or form may be made unless the director finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes of this chapter.
2. Neither the director nor any employees of the director shall use any information which is filed with or obtained by the director which is not public information for personal gain or benefit, nor shall the director nor any employees of the director conduct any securities or commodity dealings whatsoever based upon any such information, even though public, if there has not been a sufficient period of time for the securities or commodity markets to assimilate such information.
3. 1. Except as provided in paragraph (b) of this subsection, all information collected, assembled or maintained by the director is public information and is available for the examination of the public. (3)(a) Except as provided in paragraph (b) of this subsection, all information collected, assembled or maintained by the director is public information and is available for the examination of the public.
   2. The following items are not public information and are deemed to be confidential:
      1. Information or documents obtained by the director concerning any matter or party under investigation;
      2. Information designated as confidential by any rule or order of the director;
      3. Information obtained from federal agencies which may not be disclosed under federal law.
   3. The director in his discretion may disclose any information made confidential under paragraph (b)(i) of this subsection to persons identified in section 30-1514, Idaho Code.
   4. No provision of this chapter either creates or derogates any privilege which exists at common law, by statute or otherwise when any documentary or other evidence is sought under subpoena directed to the director or any employee of the director.

§ 30-1514. Cooperation with other agencies.

To encourage uniform application and interpretation of the provisions of this chapter and securities regulation and enforcement in general, the director and the employees of the director may cooperate, including bearing the expense of the cooperation, with the securities agencies or director of another jurisdiction, Canadian province or territory or such other agencies administering the provisions of this chapter, the commodity futures trading commission, the securities and exchange commission, any self-regulatory organization established under the commodity exchange act or the securities exchange act of 1934, any national or international organization of commodities or securities officials or agencies, and any governmental law enforcement agency.

§ 30-1515. Consent to service of process.

When a person including a nonresident of this state, engages in conduct prohibited or made actionable by the provisions of this chapter or any rule or order of the director, such conduct shall constitute the appointment of the director and his successors as the person’s attorney to receive service of any lawful process in a noncriminal proceeding against the person, a successor, or personal representative, which grows out of that conduct and which is brought under this chapter or any rule or order of the director with the same force and validity as if served personally.

§ 30-1516. Scope.

1. Sections 30-1502, 30-1505 and 30-1506, Idaho Code, apply to persons who sell or offer to sell when:
   1. An offer to sell is made in this state, or
   2. An offer to buy is made and accepted in this state.
2. Sections 30-1502, 30-1505 and 30-1506, Idaho Code, apply to persons who buy or offer to buy when:
   1. An offer to buy is made in this state, or
   2. An offer to sell is made and accepted in this state.
3. For the purposes of this section, an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer:
   1. Originates from this state, or
   2. Is directed by the offeror to this state and received at the place to which it is directed or at any post office in this state in the case of a mailed offer.
4. For the purpose of this section, an offer to buy or to sell is accepted in this state when acceptance:
   1. Is communicated to the offeror in this state, and
   2. Has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state, reasonably believing the offeror to be in this state and it is received at the place to which it is directed or at any post office in this state in the case of a mailed acceptance.
5. An offer to sell or to buy is not made in this state when:
   1. The publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in this state, or which is published in this state, but more than two-thirds of the publication’s circulation has been outside this state during the previous twelve (12) months, or
   2. A radio or television program originating outside this state is received in this state.

§ 30-1517. Procedure for entry of an order.

1. The director shall commence an administrative proceeding under this chapter by entering either a notice of intent to do a contemplated act or a summary order. The notice of intent or summary order may be entered without notice, without opportunity for hearing, and need not be supported by findings of fact or conclusions of law, but must be in writing.
2. Upon entry of a notice of intent or summary order, the director shall promptly notify all interested parties that the notice or summary order has been entered and the reasons therefor. If the proceeding is pursuant to a notice of intent, the director shall inform all interested parties of the date, time and place set for the hearing on the notice. If the proceeding is pursuant to a summary order, the director shall inform all interested parties that they have thirty (30) business days from the entry of the order to file a written request for a hearing on the matter with the director and that the hearing will be scheduled to commence within thirty (30) business days after the receipt of the written request.
3. If the proceeding is pursuant to a summary order, the director, whether or not a written request for a hearing is received from any interested party, may set the matter down for hearing on the director’s own motion.
4. If no hearing is requested and none is ordered by the director, the summary order will automatically become a final order after thirty (30) business days.
5. If a hearing is requested or ordered, the director, after notice of an opportunity for hearing to all interested persons, may modify or vacate the order or extend it until final determination.
6. No final order or order after hearing may be returned without:
   1. Appropriate notice to all interested persons;
   2. Opportunity for hearing by all interested persons; and
   3. Entry of written findings of fact and conclusions of law.

Every hearing in an administrative proceeding under the provisions of this chapter shall be public unless the director grants a request joined in by all the respondents that the hearing be conducted privately.

§ 30-1518. Judicial review of orders.

Any person aggrieved by a final order of the director may obtain judicial review of the order pursuant to the provisions of chapter 52, title 67, Idaho Code.

§ 30-1519. Pleading exemptions.

It shall not be necessary to negative any of the exemptions in this chapter in any complaint, information or indictment, or any writ or proceeding brought under this chapter, and the burden of proof of any such exemption shall be upon the party claiming the same.

§ 30-1520. Short title.

This chapter shall be known and may be cited as the “Idaho Commodity Code.”

§ 30-1601. Definitions.

In this chapter the following terms have the meaning specified:

1. “Acquiring person” means a person that makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, for the purposes of acquiring, owning or voting shares of an issuing public corporation, all members of the partnership, syndicate or other group constitute a “person.” An “acquiring person” does not include a licensed broker or dealer or licensed underwriter that purchases shares of an issuing public corporation solely for purposes of resale to the public and is not acting in concert with an acquiring person.
2. “Affiliate” means a person that directly or indirectly controls, is controlled by, or is under common control with a specified person.
3. “Associate,” when used to indicate a relationship with any person, means:
   1. Any corporation or organization of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent (10%) or more of any class or series of shares entitled to vote or other equity interests;
   2. Any trust or estate in which the person has a ten per cent (10%) or more beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity; or
   3. Any relative or spouse of the person, or any relative of the spouse, residing in the home of the person.
4. “Beneficial owner,” when used with respect to shares or other securities, includes any person who, directly or indirectly, through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of, the shares or securities or has or shares the power to dispose of, or direct the disposition of, the shares or securities, except that:
   1. A person is not deemed the beneficial owner of shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered shares or securities are accepted for purchase or exchange or payment, or purchased or exchanged; and
   2. A person is not deemed the beneficial owner of shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation made in accordance with the applicable rules and regulations under the Securities Exchange Act of 1934, as amended, and is not then reportable under that act on a schedule 13D or comparable report under that act.
5. “Beneficial ownership” includes the right to acquire shares or securities through the exercise of options, warrants or rights, the conversion of convertible securities or otherwise, regardless of whether exercisable only after the passage of time (whether or not less than sixty (60) days) or the occurrence or nonoccurrence of a future event. The shares or securities subject to the options, warrants, rights or conversion privileges held by a person are deemed to be outstanding for the purpose of computing the percentage of outstanding shares or securities of the class or series owned by the person but are not deemed to be outstanding for the purpose of computing the percentage of the class or series owned by any other person. A person is deemed the beneficial owner of shares and securities beneficially owned by an affiliate or associate of the person. (6) “Business combination,” when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means:
   1. Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:
      1. The interested shareholder; or
      2. Any other domestic or foreign corporation, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the merger would be, an affiliate or associate of the interested shareholder, except that the foregoing does not include the merger of a wholly owned subsidiary of the issuing public corporation into the issuing public corporation or the merger of two (2) or more wholly owned subsidiaries of the issuing public corporation; or
   2. Any exchange, pursuant to a plan of exchange under the laws of this state or a comparable statute of any other state or jurisdiction, of shares of the issuing public corporation or any subsidiary of the issuing public corporation for shares of either:
      1. The interested shareholder; or
      2. Any other domestic or foreign corporation, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the exchange would be, an affiliate or associate of the interested shareholder; or
   3. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in a single transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, whether as part of a dissolution or otherwise, of assets of the issuing public corporation or any subsidiary of the issuing public corporation to which any of the following applies:
      1. Has an aggregate market value equal to ten per cent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the issuing public corporation;
      2. Has an aggregate market value equal to ten per cent (10%) or more of the aggregate market value of all the outstanding shares of the issuing public corporation; or
      3. Represents ten per cent (10%) or more of the earning power or net income, determined on a consolidated basis, of the issuing public corporation; or
   4. Any transaction which results in the issuance or transfer by the issuing public corporation or any subsidiary of the issuing public corporation, in a single transaction or a series of transactions, of any shares of the issuing public corporation that have an aggregate market value equal to five per cent (5%) or more of the aggregate market value of all the outstanding shares of the issuing public corporation to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered or distributed or a dividend or distribution paid or made pro rata to all shareholders of the issuing public corporation, and except pursuant to the exercise or conversion of securities exercisable for or convertible into shares of the issuing public corporation or any subsidiary of the issuing public corporation which securities were outstanding prior to the time that the interested stockholder became such; or
   5. The adoption of any plan or proposal for the liquidation or dissolution of the issuing public corporation, or any reincorporation of the issuing public corporation in another state or jurisdiction, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder; or
   6. Any transaction involving any reclassification of securities, including any share dividend or split, reverse share split or other distribution of shares in respect of shares, recapitalization of the issuing public corporation, merger or consolidation of the issuing public corporation with any subsidiary of the issuing public corporation, exchange of shares of the issuing public corporation with any subsidiary of the issuing public corporation or other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associates of the interested shareholder that has the effect directly, or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of shares entitled to vote, or securities that are exchangeable for or convertible into or that carry a right to acquire shares entitled to vote, of the issuing public corporation or any subsidiary of the issuing public corporation that is, directly or indirectly, owned by the interested shareholder of any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or
   7. Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the issuing public corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through the issuing public corporation or any subsidiary of the issuing public corporation.

(7) “Control,” “controlling,” “controlled by” or “under common control with” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. A person’s beneficial ownership of ten per cent (10%) or more of the voting power of a corporation’s outstanding shares entitled to vote in the election of directors creates a presumption that the person has control of the corporation. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of avoiding the provisions of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one (1) or more beneficial owners who do not individually or as a group have control of the corporation.

(8) “Control share acquisition” means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for the provisions of this chapter, would, when added to all other shares of the issuing public corporation, beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 30-1604(1)(d), Idaho Code, but does not include any of the following:

(a) An acquisition by a donee pursuant to an inter vivos gift not made to avoid the provisions of this chapter or by a distributee as defined in section 15-1-201, Idaho Code;

(b) An acquisition pursuant to a security agreement not created to avoid the provisions of this chapter;

(c) An acquisition from the issuing public corporation; and

(d) An acquisition for the benefit of others by a person acting in good faith and not made to avoid the provisions of this chapter to the extent that the person may not exercise or direct the exercise of voting power or disposition of the shares except on the instruction of others.

All shares, the beneficial ownership of which is acquired within a one hundred twenty (120) day period, and all shares, the beneficial ownership of which is acquired pursuant to a plan to make a control share acquisition, are deemed to have been acquired in the same acquisition. (9) “Day” means a calendar day and shall consist of the time period from 12:01 a.m. through 12:00 midnight, Idaho time.

(10) “Interested shareholder,” when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:

(a) The beneficial owner, directly or indirectly, of ten per cent (10%) or more of the voting power of the outstanding shares entitled to vote of the issuing public corporation; or

(b) An affiliate or associate of the issuing public corporation.

(11) “Interested shares” mean the shares of an issuing public corporation with respect to which any of the following persons may exercise or direct the exercise of voting power in the election of directors of the issuing public corporation:

(a) An acquiring person;

(b) Any officer of the issuing public corporation; or

(c) Any director of the issuing public corporation.

(12) “Issuing public corporation” means a publicly held corporation which has at least fifty (50) shareholders and which either:

(a) Is incorporated under the laws of this state; or

(b)(i) Has a place of business or its principal executive office located in this state, (ii) owns or controls assets located within this state that have a fair market value of at least one million dollars ($1,000,000), (iii) has more than two hundred fifty (250) employees residing in this state, and (iv) has either (X) more than ten per cent (10%) of its shareholders resident in this state, or (Y) more than ten per cent (10%) of its shares owned of record by state residents. For purposes of this subsection, the number of employees shall be computed by including all employees of subsidiaries or affiliates of the publicly held corporation. For purposes of this subsection, the record date for determining the percentages and number of shareholders and shares shall be the last shareholder record date before the event requiring that the determination be made, except that if a shareholder record date has not been fixed by the board of directors of the issuing public corporation within the preceding four (4) months, the determination shall be made as of the end of the issuing public corporation’s most recent fiscal quarter. The residence of a shareholder is presumed to be the address appearing in the records of the issuing public corporation. Shares held of record by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating percentages and numbers described in this subsection. Shares of an issuing public corporation allocated to the account of an employee or former employee or beneficiaries of employees or former employees of an issuing public corporation held in a plan that is qualified under section 401(a) of the Internal Revenue Code of 1986, as amended, and is a defined contribution plan within the meaning of section 414(i) of the code, shall be deemed for purposes of this subsection, to be held of record by the employee to whose account such shares are allocated.

(13) “Market value,” when used in reference to shares or property of any issuing public corporation or any of its subsidiaries, means:

(a) In the case of shares, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share of the composite tape for New York Stock Exchange listed shares or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the shares are listed or, if the shares are not listed on any such exchange, on the National Association of Securities Dealers, Inc. Automated Quotations National Market System or, if the shares are not quoted on the National Association of Securities Dealers, Inc. Automated Quotations National Market System, the highest closing bid quotation during the thirty (30) day period preceding the date in question of a share on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use or, if no such quotation is available, the fair market value on the date in question of a share as determined in good faith by the board of the issuing public corporation; and (b) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of the issuing public corporation.

(14) “Publicly held corporation” means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the Securities Exchange Act of 1934, as amended.

§ 30-1602. Duties of director.

In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. In addition, a director may consider the interests of Idaho employees, suppliers, customers and communities in discharging his duties.

§ 30-1603. Application.

1. The provisions of this chapter shall not apply to a control share acquisition if:
   1. The acquiring person was an acquiring person on, or became an acquiring person pursuant to a tender offer commenced prior to, the day following the effective date of this act, and remained such;
   2. The original articles or bylaws of the issuing public corporation contain a provision expressly electing not to be subject to this chapter;
   3. The issuing public corporation, by action of its board of directors, adopts an amendment to its bylaws expressly electing not to be subject to this chapter; or
   4. The issuing public corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws approved by the shareholders holding sixty-six and two-thirds per cent (66 2/3%) of the outstanding voting power of all shares entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, under which the issuing public corporation by such shareholder action expressly elects not to be subject to this chapter, and such amendment provides that it is not to be effective until eighteen (18) months after the effective date of this chapter.
2. The shares of an issuing public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of voting power of any of the ranges specified in section 30-1604(1)(d), Idaho Code, have only the voting rights accorded them pursuant to section 30-1607, Idaho Code, and then only as provided in such section, and will not otherwise have any voting rights regardless of the terms thereof.
3. This chapter does not apply to insurance companies regulated under Title 41, Idaho Code.

§ 30-1604. Information statement.

1. An acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all the following:
   1. The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group constituting the acquiring person and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate or other group;
   2. A reference that the information is made under the provisions of this section;
   3. The number and class or series of shares of the issuing public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to paragraph (a) of this subsection;
   4. The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to paragraph (a) of this subsection and specification of which of the following ranges of voting power in the election of directors that, except for the provisions of this chapter, the acquiring person in good faith believes resulted or would result from consummation of control share acquisition:
      1. At least twenty percent (20%) but less than thirty-three and one-third percent (33 1/3%);
      2. At least thirty-three and one-third percent (33 1/3%) but less than or equal to fifty percent (50%); or
      3. Over fifty per cent (50%); and
   5. The terms of the control share acquisition or proposed control share acquisition, including the source of moneys or other consideration and the material terms of the financial arrangements for the control share acquisition, plans or proposals of the acquiring person, including plans or proposals under consideration to enter into a business combination or combinations involving the issuing public corporation, to liquidate or dissolve the issuing public corporation, to sell all or a substantial part of its assets or merge or consolidate it or exchange its shares with any other person, to change the location of its principal place of business or its principal executive office or of a material portion of its business activities, to change materially its management or policies of employment, to change materially its charitable or community contributions or its policies, programs or practices relating thereto, to change materially its relationship with suppliers or customers or the communities in which it operates or to make any other material change in its business, corporate structure, management or personnel and such other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

§ 30-1605. Meeting of shareholders.

If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 30-1604, Idaho Code, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the issuing public corporation’s expenses of a special meeting, except the expenses of the issuing public corporation in opposing approval of the control share acquisition, within ten (10) days after receipt by the issuing public corporation of the information statement, a special meeting of the shareholders of the issuing public corporation shall be called for the purpose of considering the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to the control share acquisition. The special meeting shall be held no later than fifty-five (55) days after receipt of the information statement, unless the acquiring person agrees to a later date. If no request for a special meeting is made, consideration of the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to the control share acquisition shall be presented at the next special or annual meeting of the shareholders, which takes place more than fifty-five (55) days after the receipt of the information statement by the issuing public corporation, unless the matter of the voting rights becomes moot. The notice of the meeting shall be accompanied at a minimum by a copy of the information statement and a copy of any amendment to the information statement previously delivered to the issuing public corporation and a statement disclosing that the board of the issuing public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of or is unable to take a position with respect to according voting rights to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired in the control shares acquisition. The notice of meeting shall be given at least ten (10) days before the meeting.

§ 30-1606. Financing.

No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 30-1605, Idaho Code, and no consideration of the voting rights to be accorded to shares referred to in section 30-1603(2), Idaho Code, acquired or to be acquired pursuant to a control share acquisition shall be presented at any special or annual meeting of the shareholders of the issuing public corporation unless at the time of delivery of the information statement pursuant to section 30-1604, Idaho Code, the acquiring person has entered into and has delivered to the issuing public corporation a copy or copies of a definitive financing agreement or agreements with one (1) or more responsible financial institutions or other entities having the necessary financial capacity for any financing of the control share acquisition not to be provided by moneys of the acquiring person.

§ 30-1607. Voting rights.

1. Shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition but only if and to the extent approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 30-1605, Idaho Code.
2. The resolution of shareholders must be approved by the affirmative vote of the holders of sixty-six and two-thirds per cent (66 2/3%) of the voting power of all shares entitled to vote excluding all interested shares.
3. A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles of the issuing public corporation, entitle the class or series to vote separately as a class or series.
4. To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated before the time of the shareholder approval must be consummated within one hundred eighty (180) days after the shareholders’ approval.
5. Any shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this chapter.

§ 30-1608. Rights of action.

1. An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this chapter.
2. The issuing public corporation may make application to a court of competent jurisdiction to obtain a declaration of the issuing public corporation’s and other persons’ obligations and rights under the act, and the court in any such action may, to the extent it deems appropriate, modify the timing requirements under this act during the time the court is determining the matter, provided, however, that, consistent with the proper adjudication of the matter, courts of this state will determine the matter in the most expeditious manner practicable.

§ 30-1609. Redemption.

1. Unless otherwise expressly provided in the articles or in bylaws of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 30-1603(2), Idaho Code, acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:
   1. An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition; or
   2. An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 30-1607(2), Idaho Code.
2. The issuing public corporation shall give the call for redemption within thirty (30) days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty (60) days after the call is given.

§ 30-1610. Scope.

1. Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to adopt or enter into plans, arrangements or instruments that deny rights, privileges, power or authority to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances.
2. The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles or the bylaws of the issuing public corporation, or otherwise.

§ 30-1611. Jurisdiction.

1. If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership or voting powers specified in such law, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.
2. If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes limitations on the voting rights of any person in the event that the person acquires or proposes to acquire shares of the issuing public corporation which exceed or meet any level or range of ownership specified in such law and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of section 30-1601(12), Idaho Code, and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter’s provisions are first applicable to a particular control share acquisition that the other jurisdiction’s law adequately provides for the protection of Idaho shareholders.

§ 30-1612. Severability.

The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of remaining portions of this act that can be given effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.

§ 30-1613. Election.

Any publicly held corporation which meets the requirements specified in section 30-1601(12)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corporation has one thousand (1,000) or more shareholders of record in this state, and thereby shall be subject to the provisions of this chapter as an issuing public corporation.

§ 30-1614. Short title.

This chapter shall be known and may be cited as the “Control Share Acquisition Law.”

§ 30-1701. Definitions.

In this chapter the following terms have the meaning specified:

1. “Affiliate” means a person that directly or indirectly controls, is controlled by or is under common control with a specified person.
2. “Announcement date,” when used in reference to any business combination, means the date of the first public announcement of a definitive proposal for the business combination.
3. “Associate,” when used to indicate a relationship with any person, means:
   1. Any corporation or organization of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent (10%) or more of any class or series of shares entitled to vote or other equity interests;
   2. Any trust or estate in which the person has a ten per cent (10%) or more beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity; or
   3. Any relative or spouse of the person, or any relative of the spouse, residing in the home of the person.
4. “Beneficial owner,” when used with respect to shares or other securities, includes any person who, directly or indirectly, through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of, the shares or securities or has or shares the power to dispose of, or direct the disposition of, the shares or securities, except that:
   1. A person is not deemed the beneficial owner of shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered shares or securities are accepted for purchase or exchange or payment, or purchased or exchanged; and
   2. A person is not deemed the beneficial owner of shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation made in accordance with the applicable rules and regulations under the Securities Exchange Act of 1934, as amended, and is not then reportable under that act on a schedule 13D or comparable report under that act.
5. “Beneficial ownership” includes the right to acquire shares or securities through the exercise of options, warrants or rights, the conversion of convertible securities or otherwise, regardless of whether exercisable only after the passage of time (whether or not less than sixty (60) days) or the occurrence or nonoccurrence of a future event. The shares or securities subject to the options, warrants, rights or conversion privileges held by a person are deemed to be outstanding for the purpose of computing the percentage of outstanding shares or securities of the class or series owned by the person but are not deemed to be outstanding for the purpose of computing the percentage of the class or series owned by any other person. A person is deemed the beneficial owner of shares and securities beneficially owned by an affiliate or associate of the person.
6. “Business combination,” when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means:
   1. Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either: 1. The interested shareholder; or
   2. Any exchange, pursuant to a plan of exchange under the laws of this state or a comparable statute of any other state or jurisdiction, of shares of the issuing public corporation or any subsidiary of the issuing public corporation for shares of either:
      1. The interested shareholder; or
      2. Any other domestic or foreign corporation, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the exchange would be, an affiliate or associate of the interested shareholder; or
   3. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in a single transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, whether as part of a dissolution or otherwise, of assets of the issuing public corporation or any subsidiary of the issuing public corporation to which any of the following applies:
      1. Has an aggregate market value equal to ten per cent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the issuing public corporation;
      2. Has an aggregate market value equal to ten per cent (10%) or more of the aggregate market value of all the outstanding shares of the issuing public corporation; or
      3. Represents ten per cent (10%) or more of the earning power or net income, determined on a consolidated basis, of the issuing public corporation; or
   4. Any transaction which results in the issuance or transfer by the issuing public corporation or any subsidiary of the issuing public corporation, in a single transaction or a series of transactions, of any shares of the issuing public corporation that have an aggregate market value equal to five per cent (5%) or more of the aggregate market value of all the outstanding shares of the issuing public corporation to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered or distributed or a dividend or distribution paid or made pro rata to all shareholders of the issuing public corporation, and except pursuant to the exercise or conversion of securities exercisable for or convertible into shares of the issuing public corporation or any subsidiary of the issuing public corporation which securities were outstanding prior to the time that the interested stockholder became such; or
   5. The adoption of any plan or proposal for the liquidation or dissolution of the issuing public corporation, or any reincorporation of the issuing public corporation in another state or jurisdiction, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder; or
   6. Any transaction involving any reclassification of securities, including any share dividend or split, reverse share split or other distribution of shares in respect of shares, recapitalization of the issuing public corporation, merger or consolidation of the issuing public corporation with any subsidiary of the issuing public corporation, exchange of shares of the issuing public corporation with any subsidiary of the issuing public corporation or other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of shares entitled to vote, or securities that are exchangeable for or convertible into or that carry a right to acquire shares entitled to vote, of the issuing public corporation or any subsidiary of the issuing public corporation that is, directly or indirectly, owned by the interested shareholder of [or] any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or (g) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the issuing public corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through the issuing public corporation or any subsidiary of the issuing public corporation.
7. “Consummation,” with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of:
   1. The business day before the vote; or
   2. Twenty (20) days before the date of consummation of the business combination.
8. “Control,” “controlling,” “controlled by” or “under common control with” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. A person’s beneficial ownership of ten per cent (10%) or more of the voting power of a corporation’s outstanding shares entitled to vote in the election of directors creates a presumption that the person has control of the corporation. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of avoiding the provisions of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one (1) or more beneficial owners who do not individually or as a group have control of the corporation.
9. “Day” means a calendar day and shall consist of the time period from 12:01 a.m. through 12:00 midnight, Idaho time.
10. “Interested shareholder,” when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:
    1. The beneficial owner, directly or indirectly, of ten per cent (10%) or more of the voting power of the outstanding shares entitled to vote of the issuing public corporation; or
    2. An affiliate or associate of the issuing public corporation.
11. “Issuing public corporation” means a publicly held corporation which has at least fifty (50) shareholders and which either:
    1. Is incorporated under the laws of this state; or
    2. 1. Has a place of business or its principal executive office located in this state, (ii) owns or controls assets located within this state that have a fair market value of at least one million dollars ($1,000,000), (iii) has more than two hundred fifty (250) employees residing in this state, and (iv) has either (X) more than ten per cent (10%) of its shareholders resident in this state, or (Y) more than ten per cent (10%) of its shares owned of record by state residents. For purposes of this subsection, the number of employees shall be computed by including all employees of subsidiaries or affiliates of the publicly held corporation. For purposes of this subsection, the record date for determining the percentages and number of shareholders and shares shall be the last shareholder record date before the event requiring that the determination be made, except that if a shareholder record date has not been fixed by the board of directors of the issuing public corporation within the preceding four (4) months, the determination shall be made as of the end of the issuing public corporation’s most recent fiscal quarter. The residence of a shareholder is presumed to be the address appearing in the records of the issuing public corporation. Shares held of record by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating percentages and numbers described in this subsection. Shares of an issuing public corporation allocated to the account of an employee or former employee or beneficiaries of employees or former employees of an issuing public corporation held in a plan that is qualified under section 401(a) of the Internal Revenue Code of 1986, as amended, and is a defined contribution plan within the meaning of section 414(i) of the code, shall be deemed for purposes of this subsection, to be held of record by the employee to whose account such shares are allocated. (12) “Market value,” when used in reference to shares or property of any issuing public corporation or any of its subsidiaries, means: (b)(i) Has a place of business or its principal executive office located in this state, (ii) owns or controls assets located within this state that have a fair market value of at least one million dollars ($1,000,000), (iii) has more than two hundred fifty (250) employees residing in this state, and (iv) has either (X) more than ten per cent (10%) of its shareholders resident in this state, or (Y) more than ten per cent (10%) of its shares owned of record by state residents. For purposes of this subsection, the number of employees shall be computed by including all employees of subsidiaries or affiliates of the publicly held corporation. For purposes of this subsection, the record date for determining the percentages and number of shareholders and shares shall be the last shareholder record date before the event requiring that the determination be made, except that if a shareholder record date has not been fixed by the board of directors of the issuing public corporation within the preceding four (4) months, the determination shall be made as of the end of the issuing public corporation’s most recent fiscal quarter. The residence of a shareholder is presumed to be the address appearing in the records of the issuing public corporation. Shares held of record by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating percentages and numbers described in this subsection. Shares of an issuing public corporation allocated to the account of an employee or former employee or beneficiaries of employees or former employees of an issuing public corporation held in a plan that is qualified under section 401(a) of the Internal Revenue Code of 1986, as amended, and is a defined contribution plan within the meaning of section 414(i) of the code, shall be deemed for purposes of this subsection, to be held of record by the employee to whose account such shares are allocated. (12) “Market value,” when used in reference to shares or property of any issuing public corporation or any of its subsidiaries, means:

2. Any other domestic or foreign corporation, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the merger would be, an affiliate or associates of the interested shareholder, except that the foregoing does not include the merger of a wholly owned subsidiary of the issuing public corporation into the issuing public corporation or the merger of two (2) or more wholly owned subsidiaries of the issuing public corporation; or

(a) In the case of shares, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share of the composite tape for New York Stock Exchange listed shares or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the shares are listed or, if the shares are not listed on any such exchange, on the National Association of Securities Dealers, Inc. Automated Quotations National Market System or, if the shares are not quoted on the National Association of Securities Dealers, Inc. Automated Quotations National Market System, the highest closing bid quotation during the thirty (30) day period preceding the date in question of a share on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use or, if no such quotation is available, the fair market value on the date in question of a share as determined in good faith by the board of the issuing public corporation; and

(b) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of the issuing public corporation.

(13) “Publicly held corporation” means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the Securities Exchange Act of 1934, as amended.

(14) “Share acquisition date,” with respect to any person and any issuing public corporation, means the date that the person first becomes an interested shareholder.

§ 30-1702. Duties of director.

In discharging the duties of the position of director of an issuing public corporation, a director, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. In addition, a director may consider the interests of Idaho employees, suppliers, customers and communities in discharging his duties.

§ 30-1703. Exclusions from chapter.

The provisions of this chapter shall not apply to an interested shareholder if:

1. The interested shareholder was an interested shareholder on, or became an interested shareholder pursuant to a tender offer commenced prior to, the day following the effective date of this act, and remained such;
2. The original articles or bylaws of the issuing public corporation contain a provision expressly electing not to be subject to the provisions of this chapter;
3. The issuing public corporation, by action of its board of directors, adopts an amendment to its bylaws expressly electing not to be subject to the provisions of this chapter; or
4. The issuing public corporation, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws approved by the shareholders holding sixty-six and two-thirds per cent (66 2/3%) of the outstanding voting power of all shares entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, under which the issuing public corporation by such shareholder action expressly elects not to be subject to this chapter, and such amendment provides that it is not to be effective until eighteen (18) months after the effective date of this chapter.
5. The provisions of this chapter do not apply to any business combination of an issuing public corporation with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:
   1. As soon as practicable, divests itself of a sufficient amount of the shares entitled to vote of the issuing public corporation so that it no longer is the beneficial owner, directly or indirectly, of ten per cent (10%) or more of the outstanding shares entitled to vote of the issuing public corporation; and
   2. Would not at any time within the three (3) year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.
6. This chapter does not apply to insurance companies regulated under title 41, Idaho Code.

§ 30-1704. Business combination with interested shareholder — Approval by directors.

1. Except as provided in section 30-1703, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage in any business combination or vote, consent or otherwise act to authorize a subsidiary of the issuing public corporation to engage in any business combination with respect to, proposed by or on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with, any interested shareholder of the issuing public corporation or any affiliate or associate of the interested shareholder for a period of three (3) years after the interested shareholder’s share acquisition date, unless the business combination or the acquisition of shares made by the interested shareholder on the interested shareholder’s share acquisition date is approved by a committee of the board of the issuing public corporation before the interested shareholder’s share acquisition date. The committee shall be formed in accordance with subsection (4) of this section.
2. If a good faith definitive proposal regarding a business combination is made in writing to the board of the issuing public corporation, a committee of the board formed in accordance with subsection (4) of this section shall consider and take action on the proposal and respond in writing within forty-five (45) days after receipt of the proposal by the issuing public corporation, setting forth its decision regarding the proposal.
3. If a good faith definitive proposal to acquire shares is made in writing to the board of the issuing public corporation, a committee of the board, formed in accordance with subsection (4) of this section, shall consider and take action on the proposal. Unless the committee responds affirmatively in writing within forty-five (45) days after receipt of the proposal by the issuing public corporation, the committee shall be considered to have disapproved the shares acquisition.
4. When a business combination or acquisition of shares is proposed pursuant to this section, the board shall promptly form a committee, which may be a committee of the entire board of directors, a majority of which shall be disinterested directors. The committee shall take action on the proposal by the affirmative vote of a simple majority of the committee members. Notwithstanding the provisions of section 30-1703, Idaho Code, the committee is not subject to any direction or control by the board with respect to the committee’s consideration of or any action concerning a business combination or acquisition of shares pursuant to this section. For purposes of this subsection, a director or person is disinterested if the director or person (a) is not a present or former officer or employee of the issuing public corporation or a majority owned subsidiary of the issuing public corporation, or (b) is not an officer, director, employee, affiliate or associate of an interested shareholder.

§ 30-1705. Requirements.

Except as provided in sections 30-1703 and 30-1704, Idaho Code, and notwithstanding any other provisions to the contrary in this title, an issuing public corporation may not engage at any time in any business combination or vote, consent or otherwise act to authorize a subsidiary of the issuing public corporation to engage in any business combination with respect to, proposed by or on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with an interested shareholder of the issuing public corporation or any affiliate or associate of the interested shareholder other than a business combination meeting all the requirements of this chapter, the articles of the issuing public corporation and the requirements specified in any of the following:

1. A business combination approved by the board of the issuing public corporation before the interested shareholder’s share acquisition date, or as to which the acquisition of shares made by the interested shareholder on the interested shareholder’s share acquisition date had been approved by the board of the issuing public corporation before the interested shareholder’s share acquisition date.
2. A business combination approved by the affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote not beneficially owned by the interested shareholder proposing the business combination or any affiliate or associate of the interested shareholder proposing the business combination at a meeting called for that purpose no earlier than three (3) years after the interested shareholder’s share acquisition date.
3. A business combination, with respect to which the consummation date is no earlier than three (3) years after the interested shareholder’s share acquisition date, that meets all the following conditions:
   1. The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the issuing public corporation in the business combination is at least equal to the higher of the following:
      1. The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers’ fees, paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the issuing public corporation, for any common shares of the same class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States treasury obligations from time to time in effect less the aggregate amount of cash dividends paid, and the market value of any dividends paid other than in cash, per common share since the earliest date, up to the amount of the interest; and 2. The market value per common share on the announcement date with respect to the business combination or on the interested shareholder’s share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest.
   2. The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the issuing public corporation in the business combination is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired any shares of the class or series:
      1. The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers’ fees, paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the issuing public corporation, for any shares of the class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one (1) year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since such earliest date, up to the amount of the interest;
      2. The highest preferential amount per share to which the holders of shares of the class or series are entitled in the event of any voluntary liquidation, dissolution or winding up of the issuing public corporation, plus the aggregate amount of any unpaid dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of shares unless the aggregate amount of the dividends is included in the preferential amount; and
      3. The market value per share of the class or series on the announcement date with respect to the business combination or on the interested shareholder’s share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one (1) year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since that date, up to the amount of the interest.
   3. The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the issuing public corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it and the consideration is distributed promptly.
   4. The holders of all outstanding shares of the issuing public corporation not beneficially owned by the interested shareholder immediately before the consummation date with respect to the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with paragraphs (a), (b) and (c) of this subsection. (e) After the interested shareholder’s share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional shares entitled to vote of the issuing public corporation except:
      1. As part of the transaction that resulted in the interested shareholder becoming an interested shareholder;
      2. By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination;
      3. Through a business combination meeting all of the conditions of section 30-1704, Idaho Code, and this subsection; and
      4. Through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of paragraphs (a), (b) and (c) of this subsection.

§ 30-1706. Scope.

1. Nothing contained in this chapter is intended or shall be construed in any way to limit, modify or restrict an issuing public corporation’s authority to take any action which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to adopt or enter into plans, arrangements or instruments that deny rights, privileges, power or authority to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances.
2. The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles or the bylaws of the issuing public corporation, or otherwise.

§ 30-1707. Jurisdiction.

1. If the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent necessary to resolve such inconsistency.
2. If any jurisdiction other than the jurisdiction under the laws of which the issuing public corporation is organized has adopted or adopts any law comparable to the provisions of this chapter which imposes special requirements applicable to any business combination, and that law contains provisions which are expressly inconsistent with, or cannot practically be applied in a manner consistent with, the provisions of this chapter as applicable to the issuing public corporation, the provisions of this chapter shall be inapplicable to the issuing public corporation to the extent that (i) a greater percentage of shareholders of the issuing public corporation reside in that jurisdiction than in this state, computed in accordance with provisions of subsection 30-1701(14) and then, only to the extent necessary to resolve such inconsistency or (ii) the director of the department of finance determines within three (3) business days from the date on which this chapter’s provisions are first applicable to a business combination that the other jurisdiction’s law adequately provides for the protection of Idaho shareholders.

§ 30-1708. Severability.

The provisions of this chapter are hereby declared to be severable and if any provision of this act or the application of such provision to any person or circumstance is declared invalid for any reason, such declaration shall not affect the validity of remaining portions of this act that can give effect without the invalid provision or application. The invalidity of any provision of this act shall not affect the remaining provisions of this act.

§ 30-1709. Election.

Any publicly held corporation which meets the requirements specified in section 30-1701(11)(b)(i), (ii) and (iii), Idaho Code, may, by action of its board of directors, adopt an amendment to its bylaws electing to be subject to this chapter, provided such corporation has one thousand (1,000) or more shareholders of record in this state, and thereby shall be subject to the provisions of this chapter as an issuing public corporation.

§ 30-1710. Short title.

This chapter shall be known and may be cited as the “Business Combination Law.”

§ 30-18-101 — 30-18-110. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-22-101 et seq.

§ 30-18-201 — 30-18-206. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-22-201 et seq.

§ 30-18-301 — 30-18-306. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-22-301 et seq.

§ 30-18-401 — 30-18-406. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-22-401 et seq.

§ 30-18-501 — 30-18-506. [Repealed.]

Repealed by S.L. 2015, ch. 243, § 3, effective July 1, 2015. For present comparable provisions, see§ 30-22-501 et seq.

Part 7 Miscellaneous Provisions

§ 30-1901. Short title.

This act shall be known and may be cited as the “Successor Corporation Asbestos-Related Liability Fairness Act.”

§ 30-1902. Definitions.

As used in this section, the following terms shall mean:

1. “Asbestos claim” means any claim, wherever or whenever made, for damages, losses, indemnification, contribution or other relief arising out of, based on, or in any way related to asbestos, including:
   1. The health effects of exposure to asbestos, including a claim for:
      1. Personal injury or death;
      2. Mental or emotional injury;
      3. Risk of disease or other injury; or
      4. The costs of medical monitoring or surveillance;
   2. Any claim made by, or on behalf of, any person exposed to asbestos, or a representative, spouse, parent, child or other relative of the person; and
   3. Any claim for damage or loss caused by the installation, presence, or removal of asbestos.
2. “Corporation” means a corporation for profit, including a domestic corporation organized under the laws of this state or a foreign corporation organized under laws other than the laws of this state.
3. “Successor” means a corporation that assumes or incurs or has assumed or incurred successor asbestos-related liabilities that is a successor and became a successor before January 1, 1972, or is any of that successor corporation’s successors.
4. “Successor asbestos-related liabilities” means any liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, that are related in any way to asbestos claims and were assumed or incurred by a corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related to the merger or consolidation with or into another corporation, or that are related in any way to asbestos claims based on the exercise of control or the ownership of stock of the corporation before the merger or consolidation. The term includes liabilities that, after the time of the merger or consolidation for which the fair market value of total gross assets is determined pursuant to section 30-1905, Idaho Code, were or are paid or otherwise discharged, or committed to be paid or otherwise discharged, by or on behalf of the corporation, or by a successor of the corporation, or by or on behalf of a transferor, in connection with settlements, judgments, or other discharges in this state or another jurisdiction.
5. “Transferor” means a corporation from which the successor asbestos-related liabilities are or were assumed or incurred.

§ 30-1903. Applicability.

1. The limitations in section 30-1904, Idaho Code, shall apply to any successor corporation.
2. The limitations of section 30-1904, Idaho Code, shall not apply to:
   1. Worker’s compensation benefits paid by, or on behalf of, an employer to an employee under the provisions of title 72, Idaho Code, or a comparable worker’s compensation law of another jurisdiction;
   2. Any claim against a corporation that does not constitute a successor asbestos-related liability;
   3. Any obligation under the national labor relations act, 29 U.S.C. section 151 et seq., as amended, or under any collective bargaining agreement; or
   4. A successor that, after a merger or consolidation, continued in the business of mining asbestos or in the business of selling or distributing asbestos fibers or in the business of manufacturing, distributing, removing, or installing asbestos-containing products that were the same as those products previously manufactured, distributed, removed, or installed by the transferor.

§ 30-1904. Limitations on successor asbestos-related liabilities.

1. Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a successor corporation are limited to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation. The successor corporation does not have responsibility for successor asbestos-related liabilities in excess of this limitation.
2. If the transferor has assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, then the fair market value of the total assets of the prior transferor determined as of the time of the earlier merger or consolidation shall be substituted for the limitation set forth in subsection (1) of this section for purposes of determining the limitation of liability of a successor corporation.

§ 30-1905. Establishing fair market value of total gross assets.

1. A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 30-1904, Idaho Code, through any method reasonable under the circumstances, including:
   1. By reference to the going concern value of the assets or to the purchase price attributable to or paid for the assets in an arms-length transaction; or
   2. In the absence of other readily available information from which the fair market value can be determined, by reference to the value of the assets recorded on a balance sheet.
2. Total gross assets include intangible assets.
3. To the extent total gross assets include any liability insurance that was issued to the transferor whose assets are being valued for purposes of this section, the applicability, terms, conditions and limits of such insurance shall not be affected by this statute, nor shall this statute otherwise affect the rights and obligations of an insurer, transferor or successor under any insurance contract and/or any related agreements, including, without limitation, preenactment settlements resolving coverage-related disputes, and the rights of an insurer to seek payment for applicable deductibles, retrospective premiums or self-insured retentions or to seek contribution from a successor for uninsured or self-insured periods or periods where insurance is uncollectible or otherwise unavailable. Without limiting the foregoing, to the extent total gross assets include any such liability insurance, a settlement of a dispute concerning any such liability insurance coverage entered into by a transferor or successor with the insurers of the transferor before the effective date of this act shall be determinative of the total coverage of such liability insurance to be included in the calculation of the transferor’s total gross assets.

§ 30-1906. Adjustment.

1. Except as provided in subsections (2) through (4) of this section, the fair market value of total gross assets at the time of the merger or consolidation shall increase annually at a rate equal to the sum of:
   1. The prime rate as listed in the first edition of the Wall Street Journal published for each calendar year since the merger or consolidation, unless the prime rate is not published in that edition of the Wall Street Journal, in which case any reasonable determination of the prime rate on the first day of the year may be used; and
   2. One percent (1%).
2. The rate enumerated in subsection (1) of this section shall not be compounded.
3. The adjustment of the fair market value of total gross assets shall continue as provided in subsection (1) of this section until the date the adjusted value is first exceeded by the cumulative amounts of successor asbestos-related liabilities paid or committed to be paid by, or on behalf of, the successor corporation or a predecessor or by, or on behalf of, a transferor after the time of the merger or consolidation for which the fair market value of total gross assets is determined.
4. No adjustment of the fair market value of total gross assets shall be applied to any liability insurance that may be included in the definition of total gross assets by subsection (3) of section 30-1905, Idaho Code.

§ 30-1907. Scope of chapter — Application.

1. The courts of this state shall construe the provisions of this act liberally with regard to successors.
2. This act shall apply to all asbestos claims filed against a successor on or after the effective date of this act and to any pending asbestos claims against a successor in which trial has not commenced as of the effective date of this act, except that any provisions of these sections which would be unconstitutional if applied retroactively shall be applied prospectively.

§ 30-2001. Application and effect of this chapter.

1. This chapter may be known and cited as the “Idaho Benefit Corporation Act.”
2. This chapter shall be applicable to all benefit corporations.
3. The existence of a provision of this chapter shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
4. Except as otherwise provided in this chapter, the Idaho business corporation act shall be generally applicable to all benefit corporations. A benefit corporation may be subject simultaneously to this chapter and other chapters of this title. The provisions of this chapter shall control over other provisions of this title, including chapters 1 and 13 of this title.
5. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter.

§ 30-2002. Definitions.

In this chapter:

1. “Benefit corporation” means a business corporation that has elected to become subject to this chapter and the status of which as a benefit corporation has not been terminated.
2. “Benefit director” means the director designated as the benefit director of a benefit corporation under section 30-2008, Idaho Code.
3. “Benefit enforcement proceeding” means any claim, action or proceeding for failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose as set forth in its articles, or violation of any obligation, duty or standard of conduct under this chapter.
4. “Benefit officer” means the individual designated as the benefit officer of a benefit corporation under section 30-2010, Idaho Code.
5. “General public benefit” means a material positive impact on society and the environment, taken as a whole, as assessed under a third-party standard, resulting from the business and operations of a benefit corporation.
6. “Independent” means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation; provided however, that serving as a benefit director or benefit officer does not by itself preclude a person from being independent. A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if any of the following apply:
   1. The individual is or has been within the last three (3) years an employee other than a benefit officer of the benefit corporation or a subsidiary.
   2. An immediate family member of the individual is or has been within the last three (3) years an executive officer other than a benefit officer of the benefit corporation or a subsidiary.
   3. There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:
      1. The individual; or
      2. An entity:
         1. Of which the individual is a director, an officer or a manager; or
         2. In which the individual owns beneficially or of record five percent (5%) or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
7. “Minimum status vote” means:
   1. In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
      1. The shareholders of every class or series shall be entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.
      2. The corporate action must be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action.
      3. The action must be approved by vote or consent of the holders entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action.
   2. In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions: (i) The holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.
8. “Publicly traded corporation” means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one (1) or more members of a national securities association.
9. “Specific public benefit” includes:
   1. Providing low-income or underserved individuals or communities with beneficial products or services;
   2. Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
   3. Protecting or restoring the environment;
   4. Improving human health;
   5. Promoting the arts, sciences or advancement of knowledge;
   6. Increasing the flow of capital to entities with a purpose to benefit society or the environment; or
   7. Conferring any other particular benefit on society or the environment.
10. “Subsidiary” means, in relation to a person, an entity in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
11. “Third-party standard” means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is:
    1. Comprehensive in that it assesses the effect of the business and its operations on the interests listed in section 30-2007(1), Idaho Code;
    2. Developed by an entity that is not controlled by the benefit corporation;
    3. Credible in that it is developed by an entity that both has access to necessary expertise to assess overall corporate social and environmental performance, and uses a balanced multi-stakeholder approach to develop the standard, including a reasonable public comment period; and
    4. Transparent in that information about the standard is publicly available, including information about:
       1. The criteria and weighting of such criteria used in the standard;
       2. The identity of those who developed or revised the standard; and
       3. An accounting of the revenue and sources of financial support for the entity that developed the standard, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

§ 30-2003. Incorporation.

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

§ 30-2004. Election of benefit corporation status.

1. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.
2. 1. Except as provided in paragraph (b) of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger or conversion or the exchanging entity in an interest exchange and the surviving or converted entity in the merger, conversion or interest exchange is to be a benefit corporation, the plan of merger, conversion or interest exchange must be approved by the domestic entity by at least the minimum status vote. (2)(a) Except as provided in paragraph (b) of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger or conversion or the exchanging entity in an interest exchange and the surviving or converted entity in the merger, conversion or interest exchange is to be a benefit corporation, the plan of merger, conversion or interest exchange must be approved by the domestic entity by at least the minimum status vote.
   2. Paragraph (a) of this subsection does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 30-29-1105, Idaho Code.

§ 30-2005. Termination of status.

1. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision adopting benefit corporation status. In order to be effective, the amendment must be adopted by at least the minimum status vote.
2. 1. Except as provided in paragraph (b) of this subsection, if a plan of merger, conversion or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective. (2)(a) Except as provided in paragraph (b) of this subsection, if a plan of merger, conversion or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective.
   2. Paragraph (a) of this subsection does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 30-29-1105, Idaho Code.
3. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.

§ 30-2006. Corporate purposes.

1. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 30-29-301, Idaho Code.
2. The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 30-29-301, Idaho Code, and subsection (1) of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (1) of this subsection.
3. The creation of general public benefit and specific public benefits under subsections (1) and (2) of this section is in the best interests of the benefit corporation.
4. A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.
5. A professional corporation that is a benefit corporation does not violate section 30-29-1303(b), Idaho Code, by having the purpose to create general public benefit or a specific public benefit.

§ 30-2007. Standard of conduct for directors.

1. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of any action or inaction on:
   1. The shareholders of the benefit corporation;
   2. The employees of the benefit corporation;
   3. The subsidiaries and suppliers of the benefit corporation;
   4. The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
   5. Community and social factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
   6. The local and global environment;
   7. The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
   8. The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.
2. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation may also consider any other pertinent factors or the interests of any group that they deem appropriate.
3. The board of directors, committees of the board and individual directors of a benefit corporation need not give priority to a particular interest or factor referred to in subsection (1) or (2) of this section over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit or of a specific public benefit purpose identified in its articles of incorporation.
4. The consideration of interests and factors in the manner required by this section does not constitute a violation of section 30-29-830, Idaho Code.
5. Except as provided in the articles of incorporation, a director is not personally liable for monetary damages for:
   1. Any action or inaction in the course of performing the duties of a director under subsection (1) of this section if the director performed the duties of office in compliance with section 30-29-830, Idaho Code, and this section; or
   2. Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
6. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

§ 30-2008. Benefit director.

1. The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall be designated the benefit director, and shall have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this chapter.
2. The benefit director shall be elected and may be removed in the manner provided in sections 30-29-803 through 30-29-809, Idaho Code. Except as provided in subsection (6) of this section, the benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
3. The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders required by section 30-2012, Idaho Code, the opinion of the benefit director on the following:
   1. Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;
   2. Whether the directors and officers complied with sections 30-2007 and 30-2009, Idaho Code, respectively; and
   3. If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs (a) and (b) of this subsection, a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
4. The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.
5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 30-29-202, Idaho Code, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law.
6. The benefit director of a professional corporation organized under chapter 13, title 30, Idaho Code, does not need to be independent.

§ 30-2009. Standard of conduct for officers.

1. Each officer of a benefit corporation shall consider the interests and factors as provided in section 30-2007, Idaho Code, if the officer has discretion to act with respect to a matter, and it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation.
2. The consideration of interests and factors as provided in subsection (1) of this section shall not constitute a violation of sections 30-29-841 and 30-29-842, Idaho Code.
3. Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for:
   1. An action or inaction as an officer in the course of performing the duties of an officer under subsection (1) of this section if the officer performed the duties of the position in compliance with sections 30-29-841 and 30-29-842, Idaho Code, and this section; or
   2. Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
4. An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

§ 30-2010. Benefit officer.

A benefit corporation may have an officer designated the benefit officer. The benefit officer shall have:

1. The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided by the bylaws or, absent controlling provisions by the bylaws, by resolutions or orders of the board of directors; and
2. The duty to prepare the benefit report required in section 30-2012, Idaho Code.

§ 30-2011. Right of action.

1. Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the corporation’s failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation, or the corporation’s violation of an obligation, duty or standard of conduct under this chapter.
2. A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
3. A benefit enforcement proceeding may be commenced or maintained directly by the benefit corporation, or derivatively by:
   1. A person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
   2. A director;
   3. A person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
   4. Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
4. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.

§ 30-2012. Preparation of annual benefit report.

1. A benefit corporation shall prepare an annual benefit report including the following:
   1. A narrative description of:
      1. The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
      2. The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation describe as the purpose of the benefit corporation to create, and the extent to which the specific public benefit was created;
      3. Any circumstances that hindered the creation by the benefit corporation of either general public benefit or specific public benefit; and
      4. The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.
   2. An assessment of the overall social and environmental performance of the benefit corporation under a third-party standard applied consistently with any application of that standard in prior benefit reports, or accompanied by an explanation of the reasons for any inconsistent application, or the change to that standard from the one used in the immediate prior report.
   3. The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed.
   4. The compensation paid by the benefit corporation during the year to each director in the capacity of a director.
   5. The opinion of the benefit director described in section 30-2008(3), Idaho Code.
   6. A statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.
   7. If the benefit corporation has dispensed with or restricted the discretion or powers of the board of directors, a description of the persons who exercise the powers, duties, and rights and who have the immunities of the board of directors, and the benefit director.
2. If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal or removal, the benefit report shall include that correspondence as an exhibit.
3. Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required in subsection (1) of this section needs to be audited or certified by a third party.

§ 30-2013. Availability of annual benefit report.

1. A benefit corporation shall send its annual benefit report to each shareholder either one hundred twenty (120) days following the end of the fiscal year of the benefit corporation, or at the same time that the benefit corporation delivers any other annual report to its shareholders, whichever is earlier.
2. A benefit corporation shall post all of its benefit reports on the public portion of its website, if any; but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
3. If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person who requests a copy, provided however, that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.

§ 30-21-101. Short titles.

1. This act may be cited as the “Idaho Uniform Business Organizations Code.”
2. This chapter [part] may be cited as the “Idaho Uniform Business Organizations Code — Preliminary Provisions.”
3. Part 4 of this chapter may be cited as the “Idaho Registered Agent of Entity Act.”
4. Part 8 of this chapter may be cited as the “Idaho Assumed Business Names Act.”

§ 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 incorporated 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 another state that is not a foreign statutory trust and does not have a predominately 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:
   1. An order for relief under 11 U.S.C. or a comparable order under a successor statute of general application; or
   2. 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 entity.
9. “Domestic,” with respect to an entity, means governed as to its internal affairs by the law of this state.
10. “Effective date,” when referring to a record filed by the secretary of state, means the time and date determined in accordance with section 30-21-203, Idaho Code.
11. “Entity”:
    1. Means:
       1. A business corporation;
       2. A nonprofit corporation;
       3. A general partnership, including a limited liability partnership;
       4. A limited partnership, including a limited liability limited partnership;
       5. A limited liability company;
       6. A general cooperative association;
       7. A limited cooperative association;
       8. An unincorporated nonprofit association;
       9. A statutory trust, business trust, or common-law business trust; or
       10. Any other person that has:
           1. An individual;
           2. A trust with a predominately donative purpose or a charitable trust;
           3. An association or relationship that is not listed in paragraph (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;
           4. A decedent’s estate; or (v) A government or a governmental subdivision, agency or instrumentality.
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 pursuant to this act.
14. “Filing entity” means an entity whose formation requires the filing 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 internal affairs by the law of a jurisdiction other than this state.
16. “General cooperative association” means a foreign general cooperative 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 organic rules of an unincorporated entity, other than as a governor, agent, assignee or proxy, to:
    1. Receive or demand access to information concerning, or the books and records of, the entity;
    2. Vote for or consent to the election of the governors of the entity; or
    3. Receive notice of or vote on or consent to an issue involving the internal affairs of the entity.
19. “Governor” means:
    1. A director of a business corporation;
    2. A director or trustee of a nonprofit corporation;
    3. A general partner of a general partnership;
    4. A general partner of a limited partnership;
    5. A manager of a manager-managed limited liability company;
    6. A member of a member-managed limited liability company;
    7. A director of a general cooperative association;
    8. A director of a limited cooperative association;
    9. A manager of an unincorporated nonprofit association;
    10. A trustee of a statutory trust, business trust or common-law business trust; or
    11. 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:
    1. A share in a business corporation;
    2. A membership in a nonprofit corporation;
    3. A governance interest in a general partnership;
    4. A governance interest in a limited partnership;
    5. A governance interest in a limited liability company;
    6. A share in a general cooperative association;
    7. A member’s interest in a limited cooperative association;
    8. A membership in an unincorporated nonprofit association;
    9. A beneficial interest in a statutory trust, business trust or common-law business trust; or
    10. A governance interest or distributional interest in any other type of unincorporated entity. (21) “Interest holder” means:
21. “Interest holder” means:
    1. A shareholder of a business corporation;
    2. A member of a nonprofit corporation;
    3. A general partner of a general partnership;
    4. A general partner of a limited partnership;
    5. A limited partner of a limited partnership;
    6. A member of a limited liability company;
    7. A shareholder of a general cooperative association;
    8. A member of a limited cooperative association;
    9. A member of an unincorporated nonprofit association;
    10. A beneficiary or beneficial owner of a statutory trust, business trust or common-law business trust; or
    11. 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 includes the organic law of an entity.
24. “Limited cooperative association” means a foreign limited cooperative 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 liability partnership registered under or subject to chapter 23, title 30, Idaho Code, or a foreign limited liability partnership.
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 commercial registered agent and is:
    1. An individual or domestic or foreign entity that serves in this state as the registered agent of an entity; or
    2. 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 [formation] does not require 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 foreign 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 registration filed by the secretary of state.
33. “Organic law” means the law of an entity’s jurisdiction of formation governing the internal affairs of the entity.
34. “Organic rules” means the public organic record and private organic 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, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (36) “Principal office” means the principal executive office of an entity, whether or not the office is located in this state.
36. “Principal office” means the principal executive office of an entity, 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:
    1. The bylaws of a business corporation;
    2. The bylaws of a nonprofit corporation;
    3. The partnership agreement of a general partnership;
    4. The partnership agreement of a limited partnership;
    5. The operating agreement of a limited liability company;
    6. The bylaws of a general cooperative association;
    7. The bylaws of a limited cooperative association;
    8. The governing principles of an unincorporated nonprofit association; and
    9. 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, administrative proceeding, criminal prosecution and investigatory action.
39. “Professional entity” means an entity formed for the sole and specific purpose of rendering professional services, allied professional services, and services ancillary to the professional services and that has as its interest holders only:
    1. 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
    2. 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:
    1. The articles of incorporation of a business corporation;
    2. The articles of incorporation of a nonprofit corporation;
    3. The certificate of limited partnership of a limited partnership;
    4. The certificate of organization of a limited liability company;
    5. The articles of incorporation of a general cooperative association;
    6. The articles of organization of a limited cooperative association; and
    7. 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. “Receive” 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.
    1. To execute or adopt a tangible symbol; or
    2. To attach to or logically associate with the record an electronic symbol, sound or process.
    3. A sale;
    4. A lease;
    5. An encumbrance, including a mortgage or security interest;
    6. A gift; and
    7. A transfer by operation of law.

(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:

(46) “Registered foreign entity” means a foreign entity that is registered 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:

(48) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular 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;

(51) “Type of entity” means a generic form of entity:

(A) Recognized at common law; or

(B) Formed under an organic law, whether or not some entities formed under 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 unincorporated 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 nonprofit 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.

§ 30-21-103. Applicability of part.

This part applies to an entity formed under or subject to this act.

§ 30-21-104. Delivery of record.

1. 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.
2. Delivery to the secretary of state is effective only when a record is received by the secretary of state.

§ 30-21-105. Rules and procedures.

The secretary of state may:

1. Adopt rules to administer this act in accordance with the administrative procedure act; and
2. Prescribe procedures that are reasonably necessary to perform the duties required of the secretary of state under this act and are not required by the administrative procedure act to be adopted as rules.

§ 30-21-106. Reserved.

§ 30-21-201. Entity filing requirements.

1. To be filed by the secretary of state pursuant to this act, an entity filing must be received by the secretary of state, comply with this act, and satisfy the following:
   1. The entity filing must be required or permitted by this act.
   2. The entity filing must be physically delivered in written form unless and to the extent the secretary of state permits electronic delivery 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 authorized 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 person authorized or required to sign the filing, but need not contain a seal, attestation, acknowledgment or verification.
2. If law other than this chapter prohibits the disclosure by the secretary 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.
3. 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.
4. The secretary of state may require that an entity filing delivered in written form be accompanied by an identical or conformed copy.

§ 30-21-202. Forms.

1. The secretary of state may provide forms for entity filings required or permitted to be made by this act, but, except as otherwise provided in subsection (b) of this section, their use is not required.
2. 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.

§ 30-21-203. 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.

§ 30-21-204. Withdrawal of filed record before effectiveness.

1. 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.
2. A statement of withdrawal must:
   1. Be signed by each person that signed the record being withdrawn, except 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 being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
3. 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.

§ 30-21-205. Correcting filed record.

1. 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.
2. 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.
3. 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.
4. 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 uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.

§ 30-21-206. Duty of secretary of state to file — Review of refusal to file.

1. The secretary of state shall file an entity filing delivered to the secretary of state for filing that satisfies this act. The duty of the secretary of state under this section is ministerial.
2. 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.
3. If the secretary of state refuses to file an entity filing, the secretary 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 refusal.
4. If the secretary of state refuses to file an entity filing, the person 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 refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
5. 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.

§ 30-21-207. Evidentiary effect of copy of filed record.

A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.

§ 30-21-208. Certificate of good standing or registration.

1. On request of any person, the secretary of state shall issue a certificate of good standing for a domestic filing entity or a certificate of registration for a registered foreign entity.
2. A certificate under subsection (a) of this section must state:
   1. The domestic filing entity’s name or the registered foreign entity’s name used in this state;
   2. In the case of a domestic filing entity:
      1. That its public organic record has been filed and has taken effect;
      2. The date the public organic record became effective;
      3. 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.
3. Subject to any qualification stated in the certificate, a certificate 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 certificate.

§ 30-21-209. Signing of entity filing.

1. Signing an entity filing is an affirmation under the penalties of perjury that the facts stated in the filing are true in all material respects.
2. 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.
3. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.

§ 30-21-210. Signing and filing pursuant to judicial order.

1. If a person 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 filing; or
   3. The secretary of state to file the record unsigned.
2. 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.
3. A record filed under subsection (a)(3) of this section is effective without being signed.

§ 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.

§ 30-21-212. Delivery by secretary of state.

Except as otherwise provided 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 electronic 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.

§ 30-21-213. Annual report for secretary of state.

1. A domestic filing entity, domestic limited liability partnership, or registered foreign entity 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.
2. Information in an annual report must be current as of the date the report is signed by the entity.
3. 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 qualification 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.
4. If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report for correction.
5. 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 information is considered a statement of change under section 30-21-407, Idaho Code.

§ 30-21-214. Fees.

1. 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.
2. The secretary of state shall collect the following fees when an entity 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 partner- ship ............................... $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 partner- ship ............................... $100.00
   16. Certificate of organization of a limited liability company ............................... $100.00
   17. Other public organic documents or a statement not otherwise specified 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 state- ment ............................... $20.00
   26. Statement of correction ............................... $30.00
   27. Application for reinstatement following administrative dissolution ............................... $30.00
   28. Statement of dissolution of a limited liability company ............................... No fee (29) Statement of partnership authority ............................... $100.00
   29. Application for use of deceptively similar name ............................... $20.00
   30. Application for reserved name ............................... $20.00
   31. Notice of transfer of reserved name ............................... $20.00
   32. Application for registered name ............................... $60.00
   33. Application for renewal of registered name ............................... $60.00
   34. Amendment of articles of incorporation ............................... $30.00
   35. Restatement of articles of incorporation with amendment of articles ............................... $30.00
   36. Articles of dissolution ............................... No fee
   37. Articles of revocation of dissolution ............................... $30.00
   38. Certificate of administrative action ............................... $10.00
   39. Certificate of judicial dissolution ............................... No fee
   40. Statement of termination ............................... No fee
3. 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.
4. 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 electronically, for filing.
5. The secretary of state shall collect a surcharge of one hundred dollars ($100) for providing evidence of filing an entity filing that is submitted to the secretary of state before 1:00 p.m. mountain time and that requests expedited service within the same working day that the filing is submitted.
6. 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; provided, 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) Certificate of existence ............................... $10.00

§ 30-21-301. Permitted names.

1. Except as otherwise provided in subsection (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 qualification 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.
2. 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 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 section, the name of the consenting entity may be used by the person to which the consent was given.
3. 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 “corporation,” “corp.,” “incorporated,” “Inc.,” “professional corporation,” “PC,” “P.C.,” “professional association,” “PA,” “P.A.,” “Limited,” “Ltd.,” “limited 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.
4. 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.
5. 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.
6. An entity may use a name that is not distinguishable from a name described in subsection (a)(1) through (5) of this section if the entity delivers 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.
7. 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.
8. The use of a name in violation of this part shall not affect or vitiate the entity existence, but the courts of this state, having equity jurisdiction, 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.

§ 30-21-302. Name requirements for certain types of entities.

1. 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.
2. The name of a limited partnership may contain the name of any partner. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or “registered limited liability limited partnership” or the abbreviation “L.L.L.P.,” “LLLP,” “R.L.L.L.P.,” or “RLLLP.” If the limited partnership is a limited liability limited partnership, the name must contain the phrase “limited liability limited partnership” or the abbreviation “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 “limited” or the letter “P” at the beginning of any of the permitted abbreviations.
3. The name of a limited liability partnership must contain the words “limited liability partnership” or “registered limited liability partnership” 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.
4. 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.
5. 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.”
6. The name of a statutory trust may contain the words “company,” “association,” “club,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” or “trust,” or words or abbreviations of similar import, and may contain the name of a beneficial owner, a trustee, or any other person.

§ 30-21-303. Reservation of name.

1. 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 applicant’s exclusive use for one hundred twenty (120) days.
2. 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.

§ 30-21-304. Registration of name.

1. 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 distinguishable on the records of the secretary of state from the names that are not available under section 30-21-301, Idaho Code.
2. To register its name or an alternate name adopted pursuant to section 30-21-506, Idaho Code, a foreign filing entity or foreign limited liability partnership must deliver to the secretary of state for filing an application stating the entity’s name, the jurisdiction and date of its formation, 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.
3. The registration of a name under this section is effective for one (1) year after the date of registration.
4. A foreign filing entity or foreign limited liability partnership whose name registration is effective may renew the registration for successive one (1) year periods by delivering, not earlier than three (3) months before the expiration of the registration, to the secretary of state for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one (1) year period.
5. 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 consent in a signed record to the use of that name by another 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:
   1. Section 30-27-129, Idaho Code, the “Uniform Unincorporated Nonprofit Association Act”; or
   2. Section 30-21-411, Idaho Code, by a nonregistered foreign entity or domestic nonfiling entity.
2. “Registered agent filing” means:
   1. The public organic record of a domestic filing entity;
   2. A statement of qualification of a domestic limited liability partnership;
   3. A registration statement filed pursuant to section 30-21-503, Idaho Code; or
   4. A designation of agent.
3. “Represented entity” means:
   1. A domestic filing entity;
   2. A domestic limited liability partnership;
   3. A registered foreign entity;
   4. A domestic or foreign unincorporated nonprofit association for which a designation of agent is in effect;
   5. A domestic nonfiling entity for which a designation of agent is in effect; or
   6. A nonregistered foreign entity for which a designation of agent is in effect.

§ 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.

§ 30-21-403. 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 described in subsection (1) of this section.

§ 30-21-404. Designation of registered agent.

1. 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:
      1. The name and address of the entity’s noncommercial registered agent; or
      2. 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.
2. 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.
3. 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.

§ 30-21-405. Listing of commercial registered agent.

1. A person may become 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 registered 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.
2. A commercial registered agent listing statement may include the information 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.
3. If the name of a person delivering to the secretary of state for filing 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 fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
4. The secretary of state shall note the filing of a commercial registered agent listing statement in the index of filings maintained by the secretary 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.

§ 30-21-406. Termination of listing of commercial registered agent.

1. A commercial registered agent may terminate its listing as a commercial registered 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 commercial registered agent in this state.
2. 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.
3. 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.
4. 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.

§ 30-21-407. Change of registered agent by entity.

1. 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
   2. The information that is to be in effect as a result of the filing of the statement of change.
2. The interest holders or governors of a domestic entity need not approve the filing of:
   1. A statement of change under this section; or
   2. A similar filing changing the registered agent or registered office, if any, of the entity in any other jurisdiction.
3. A statement of change under this section designating a new registered agent is an affirmation of fact by the represented entity that the agent has consented to serve.
4. As an alternative to using the procedure in this section, a represented 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.

§ 30-21-408. Change of name or address by noncommercial registered agent.

1. 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 entity;
   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
2. A noncommercial registered agent promptly shall furnish the represented 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 statement.

§ 30-21-409. Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.

1. 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:
      1. If the type of entity of the agent has changed, the new type of entity; and
      2. If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation.
2. The filing by the secretary of state of a statement of change under subsection (a) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent.
3. 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.
4. If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary 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 entity 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.

§ 30-21-410. Resignation of registered agent.

1. 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 entity; and
   4. The address of the entity to which the agent will send the notice required by subsection (c) of this section.
2. 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 entity.
3. 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.
4. When a statement of resignation takes effect, the person that resigned ceases to have responsibility under this part for any matter thereafter 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.
5. A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.

§ 30-21-411. Designation of registered agent by nonregistered foreign entity or nonfiling domestic entity.

1. 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 entity; and
   2. The information required by section 30-21-404(a), Idaho Code.
2. A statement under subsection (a) of this section is effective for five (5) years after the date of filing unless canceled or terminated earlier.
3. 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.
4. Designation of a registered agent under subsection (a) of this section does not register a nonregistered foreign entity to do business in this state.
5. 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 distinguishable on the records of the secretary of state from the name of another 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.
6. 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.
7. A statement under subsection (a) of this section for a nonregistered foreign entity terminates on the date the entity becomes a registered foreign entity.

§ 30-21-412. Service of process, notice or demand on entity.

1. A represented entity may be served with any process, notice or demand required or permitted by law by serving its registered agent.
2. 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 entity 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 earliest 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 service or commercial delivery service, if correctly addressed and with sufficient postage or payment.
3. 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.
4. 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 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.
5. Service of process, notice or demand may be made by other means under law other than this act.

§ 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 address 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.

§ 30-21-414. Jurisdiction and venue.

The designation or maintenance in this state of a registered agent does not by itself create the basis for personal 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.

§ 30-21-501. Governing law.

1. 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 statutory trust, or any other unincorporated entity.
2. 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 jurisdiction of formation and the law of this state.
3. 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.
4. A foreign professional entity rendering services in this state shall be subject to the laws of this state and the code of ethics or professional responsibility that are applicable to the profession in which such professional entity is rendering services in this state.

§ 30-21-502. Registration to do business in this state.

1. 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.
2. 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.
3. The failure of a foreign filing entity or foreign limited liability partnership to register to do business in this state does not impair the validity 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.
4. 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 because the foreign unincorporated entity or any series thereof, foreign filing entity or foreign limited liability partnership does business in this state without registering.
5. Section 30-21-501(a) and (b), Idaho Code, applies even if a foreign entity fails to register under this chapter.

§ 30-21-503. Foreign registration statement.

1. 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 liability 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 mailing 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.
2. 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 secretary of state or other official having custody of the entity’s public organic record in the entity’s jurisdiction of formation.

§ 30-21-504. Amendment of foreign registration statement.

1. A registered 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;
   2. The type of entity, including, if it is a foreign limited partnership, whether the entity became or ceased to be a foreign limited liability 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.
2. 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 jurisdiction of formation.

§ 30-21-505. Activities not constituting doing business.

1. 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 action or proceeding;
   2. Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
   3. Maintaining accounts in financial institutions;
   4. Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories 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 interests 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 similar transactions;
   10. Owning, without more, property; and
   11. Doing business in interstate commerce.
2. A person does not do business in this state solely by being an interest holder or governor of a foreign entity that does business in this state.
3. This section does not apply in determining the contacts or activities 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.

§ 30-21-506. Noncomplying name of foreign entity.

1. 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 register 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 under this subsection need not comply with this state’s assumed or fictitious name statute. After registering to do business in this state with an alternate 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 assumed or fictitious name statute.
2. 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.

§ 30-21-507. Withdrawal of registration of registered foreign entity.

1. 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 withdraws its registration to do business in this state;
   3. That the entity revokes the authority of its registered agent to accept 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.
2. 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.

§ 30-21-508. Withdrawal deemed on conversion or domestication to domestic 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 withdrawn its registration on the effective date of the conversion or domestication.

§ 30-21-509. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

1. 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:
      1. Its name and jurisdiction of formation; and
      2. 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:
      1. The name of the converting foreign entity and its jurisdiction of formation;
      2. The type of nonfiling entity to which it has converted and its jurisdiction of formation;
      3. 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
      4. A mailing address to which service of process may be made under subsection (b) of this section.
2. 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.

§ 30-21-510. Transfer of registration.

1. If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity 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 conversion;
   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 different than the information for the foreign entity before the merger or conversion:
      1. The street and mailing addresses of the principal office of the entity and, if the law of the entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
      2. The information required pursuant to section 30-21-404(a), Idaho Code.
2. 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.

§ 30-21-511. Termination of registration.

1. The secretary of state may terminate the registration of a registered foreign entity in the manner provided 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
   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 after a change occurs in the name or address of the entity’s registered agent.
2. The secretary of state may terminate the registration of a registered 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 registered agent, to the entity’s principal office.
3. The notice must state or the information in the notation under subsection (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.
4. The registration of a registered foreign entity to do business in this state ceases on the effective date of the notice of termination or notation 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 stating.

§ 30-21-512. Action by attorney general.

The attorney general may maintain an action to enjoin a foreign filing entity or foreign limited liability partnership from doing business in this state in violation of this act.

§ 30-21-601. 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.

§ 30-21-602. Procedure and effect.

1. If the secretary of state determines 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.
2. 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 nonexistence 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.
3. A domestic filing entity that is dissolved administratively continues its existence as the same type of entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under section 30-21-603, Idaho Code.
4. The administrative dissolution of a domestic filing entity does not terminate the authority of its registered agent.

§ 30-21-603. Reinstatement.

1. A domestic filing entity that is dissolved 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 dissolution 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 information 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.
2. 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.
3. If the secretary of state determines that an application under subsection (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 determination and the effective date of reinstatement;
   2. File the statement of reinstatement; and
   3. Serve a copy on the entity.
4. When reinstatement under this section is effective the following rules apply:
   1. The reinstatement relates back to and takes effect as of the effective 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.
   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 reinstatement are not affected.

§ 30-21-604. Judicial review of denial of reinstatement.

1. If the secretary of state denies a domestic filing entity’s application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.
2. Within thirty (30) days after service of a notice of denial of reinstatement 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 dissolution. 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 application for reinstatement, and the secretary of state’s notice of denial.
3. The district court may, if grounds exist, order the secretary of state to reinstate a dissolved entity or take other action the court considers appropriate.

§ 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.

§ 30-21-702. Supplemental principles of law.

Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.

§ 30-21-703. Uniformity or consistency of application and construction.

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.

§ 30-21-704. 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).

§ 30-21-705. 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 liability acquired, accrued or incurred under the statute before its repeal;
3. Any violation of the statute or any penalty, forfeiture or punishment 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 dissolution may be completed in accordance with the statute as if it had not been repealed.

§ 30-21-706. Severability clause.

If any provision of this act or its application 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 provisions of this act are severable.

§ 30-21-708. Effective date.

This act takes effect July 1, 2015, except as otherwise provided.

§ 30-21-801. Short title.

This part may be cited as the “Idaho Assumed Business Names Act.”

§ 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:
   1. 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
   2. Any name under which any individual, any group of individuals or other persons, or any entity other than a filing entity or limited liability 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 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 affiliation or the existence of a filing entity or limited liability partnership.
2. “Individual” means a natural person.
3. “Transact business” means to engage in any commercial or other activity 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:
   1. When applied to a formally organized or registered entity, the name by which the entity is identified on its public organic record, application for authority to do business or registration statement which is on file with the appropriate governmental entity. As to a foreign formally 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 business name which appears on the application for authority to do business or registration statement.
   2. 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.”

§ 30-21-804. Name used as assumed business name.

1. 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.
2. 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.

§ 30-21-805. Filing of certificate required.

1. 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.
2. A separate certificate of assumed business name must be filed for each assumed business name a person uses.

§ 30-21-806. Contents of certificate.

The certificate of assumed business name shall include:

1. The assumed business name as it is used in the transaction of business;
2. The true names and business addresses of every person who has a financial or control interest in the business to be transacted under the assumed 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 signature of an agent acting on behalf of all persons included on the certificate; and
5. Other information as the secretary of state may require.

§ 30-21-807. Effect of filing — Duration — Continuation.

1. A person may conduct business under an assumed business name if a certificate of assumed business name has been filed with the secretary of state and is in effect.
2. A certificate of assumed business name is in effect upon filing until it is canceled pursuant to section 30-21-809, Idaho Code.
3. A certificate of assumed business name does not create an entity separate from the person doing business under the assumed business name.

§ 30-21-808. Amendment of certificate.

1. 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 thereafter, 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.
2. The certificate of amendment shall specify how the certificate of assumed business name is to be amended and shall be executed in the same manner as required for a certificate of assumed business name.

§ 30-21-809. Cancellation of certificate.

1. A person who discontinues use of an assumed business name may cancel its certificate of assumed business 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.
2. The certificate of cancellation shall be executed in the same manner as required for a certificate of assumed business name.

§ 30-21-810. Consequences of noncompliance.

1. Any person who transacts business in Idaho under an assumed business name without having complied with the requirements of this chapter [part] 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 [part].
2. Any person who suffers a loss because of another person’s noncompliance with the requirements of this chapter [part] 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.
3. Noncompliance shall be held to include false, misleading or incomplete information in a certificate of assumed business name, as well as failure to file.

§ 30-21-901. Professional entities.

1. “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 service package to the consumer.
2. For the purpose of this act, the professions shall include the practices of architecture, chiropractic, dentistry, engineering, landscape architecture, law, medicine, nursing, occupational therapy, optometry, physical therapy, podiatry, professional geology, psychology, certified or licensed public accountancy, social work, surveying and veterinary medicine, and no others.
3. 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.
4. 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.
5. Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional 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 supervision 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 are engaged on behalf of the professional entity in the rendering of professional services.
6. 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.
7. No professional entity may offer an interest to or accept as an interest holder anyone other than an individual who is duly licensed or otherwise 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 person with the authority to exercise the voting power of his interest.
8. If any governor, interest holder, agent, or employee of a professional 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.
9. No member of a professional entity may sell or transfer his interest in such professional entity except to another individual or professional entity eligible to be a member of such professional entity.
10. The provisions of this section shall not be considered as repealing, modifying or restricting the applicable provisions of law regulating the several professions except insofar as such laws conflict with this section.

§ 30-22-101. Short title.

This chapter may be cited as the “Idaho Model Entity Transactions Act.”

§ 30-22-102. Definitions.

1. As used in this chapter:
   1. “Acquired entity” means the entity, all of one (1) or more classes or series of interests that are acquired in an interest exchange.
   2. “Acquiring entity” means the entity that acquires all of one (1) or more classes or series of interests of the acquired entity in an interest exchange.
   3. “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity’s organic rules, organic law, and other law to:
      1. Propose a transaction subject to this part [chapter];
      2. Adopt and approve the terms and conditions of the transaction; and
      3. Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
   4. “Conversion” means a transaction authorized by part 4 of this chapter.
   5. “Converted entity” means the converting entity as it continues in existence after a conversion.
   6. “Converting entity” means the domestic entity that approves a plan of conversion pursuant to section 30-22-403, Idaho Code, or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
   7. “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.
   8. “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to section 30-22-503, Idaho Code, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.
   9. “Domestication” means a transaction authorized by part 5 of this chapter.
   10. “Interest exchange” means a transaction authorized by part 3 of this chapter.
   11. “Interest holder liability” means:
       1. Personal liability for a liability of an entity which is imposed on a person:
          1. Solely by reason of the status of the person as an interest holder; or
          2. By the organic rules of the entity that make one (1) or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
   12. “Merger” means a transaction in which two (2) or more merging entities are combined into a surviving entity pursuant to a record filed by the secretary of state.
   13. “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
   14. “Plan” means a plan of merger, plan of interest exchange, plan of conversion or plan of domestication.
   15. “Plan of conversion” means a plan under section 30-22-402, Idaho Code.
   16. “Plan of domestication” means a plan under section 30-22-502, Idaho Code.
   17. “Plan of interest exchange” means a plan under section 30-22-302, Idaho Code.
   18. “Plan of merger” means a plan under section 30-22-202, Idaho Code.
   19. “Protected agreement” means: (A) A record evidencing indebtedness and any related agreement in effect on July 1, 2007;
   20. “Statement of conversion” means a statement under section 30-22-405, Idaho Code.
   21. “Statement of domestication” means a statement under section 30-22-505, Idaho Code.
   22. “Statement of interest exchange” means a statement under section 30-22-305, Idaho Code.
   23. “Statement of merger” means a statement under section 30-22-205, Idaho Code.
   24. “Surviving entity” means the entity that continues in existence after or is created by a merger under part 2 of this chapter.
2. The following definitions outside this chapter apply to this chapter:
   1. “Distributional interest” — section 30-21-102(8), Idaho Code.
   2. “Domestic” — section 30-21-102(9), Idaho Code.
   3. “Entity” — section 30-21-102(11), Idaho Code.
   4. “Filing entity” — section 30-21-102(14), Idaho Code.
   5. “Foreign” — section 30-21-102(15), Idaho Code.
   6. “Governance interest” — section 30-21-102(18), Idaho Code.
   7. “Governor” — section 30-21-102(19), Idaho Code.
   8. “Interest” — section 30-21-102(20), Idaho Code.
   9. “Interest holder” — section 30-21-102(21), Idaho Code.
   10. “Jurisdiction” — section 30-21-102(22), Idaho Code.
   11. “Jurisdiction of formation” — section 30-21-102(23), Idaho Code.
   12. “Organic law” — section 30-21-102(33), Idaho Code.
   13. “Organic rules” — section 30-21-102(34), Idaho Code.
   14. “Person” — section 30-21-102(35), Idaho Code.
   15. “Private organic rules” — section 30-21-102(37), Idaho Code.
   16. “Property” — section 30-21-102(41), Idaho Code.
   17. “Public organic record” — section 30-21-102(42), Idaho Code.
   18. “Record” — section 30-21-102(44), Idaho Code.
   19. “Registered foreign entity” — section 30-21-102(46), Idaho Code.
   20. “Sign” — section 30-21-102(47), Idaho Code.
   21. “State” — section 30-21-102(48), Idaho Code.
   22. “Transfer” — section 30-21-102(50), Idaho Code.
   23. “Type of entity” — section 30-21-102(51), Idaho Code.

(B) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(B) An agreement that is binding on an entity on July 1, 2007;

(C) The organic rules of an entity in effect on July 1, 2007; or

(D) An agreement that is binding on any of the governors or interest holders of an entity on July 1, 2007.

§ 30-22-103. Relationship of chapter to other laws.

1. This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
2. A transaction effected under this chapter may not create or impair any right or obligation on the part of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
   1. If the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
   2. If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty or obligation directly under the law.

§ 30-22-104. Required notice or approval.

1. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state before engaging in a merger transaction of a type covered by this chapter must give the notice or obtain the approval in order to be a party to an interest exchange, conversion, or domestication.
2. Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
3. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
4. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.

§ 30-22-105. Status of filings.

A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.

§ 30-22-106. Nonexclusivity.

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

§ 30-22-107. Reference to external facts.

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.

§ 30-22-108. Alternative means of approval of transactions.

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.

§ 30-22-109. Appraisal rights.

1. An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
   1. The organic law permits the organic rules to limit the availability of appraisal rights; and
   2. The organic rules provide such a limit.
2. An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:
   1. The entity’s organic rules;
   2. The plan; or
   3. The case of a business corporation by action of its governors.
3. If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, part 13, chapter 29, title 30, Idaho Code, applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.

§ 30-22-110. Conflict of laws and excluded transactions.

1. In the event of any conflict between the provisions of this chapter and the provisions of the following laws, the following laws shall control:
   1. The Idaho bank act, as defined in section 26-101, Idaho Code;
   2. The Idaho credit union act, chapter 21, title 26, Idaho Code;
   3. Chapters 28, 32, 34, 38 and 48, title 41, Idaho Code;
   4. The business and industrial development corporation act, chapter 27, title 26, Idaho Code.
2. This chapter may not be used to effect a transaction that results in a domestic entity of a type that cannot be formed by the filing of a public organic record with the secretary of state, except for a general partnership and an unincorporated nonprofit association.

§ 30-22-201. Merger authorized.

1. Except as otherwise provided in this section, by complying with this part:
   1. One (1) or more domestic entities may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and
   2. Two (2) or more foreign entities may merge into a domestic entity.
2. Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.

§ 30-22-203. Approval of merger.

1. A plan of merger is not effective unless it has been approved:
   1. By a domestic merging entity:
      1. In accordance with the requirements, if any, in its organic law and organic rules for approval of:
         1. In the case of an entity that is not a limited cooperative association, the merger; or
         2. In the case of a limited cooperative association, a transaction under this chapter;
            1. In the case of an entity that is not a business corporation or limited cooperative association, neither its organic law nor organic rules provide for approval of the merger; or
            2. In the case of an entity that is a limited cooperative association, neither its organic law nor organic rules provide for approval of a transaction under this chapter; and
   2. In a record, by each interest holder of a domestic merging entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
      1. The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the affirmative vote or consent of fewer than all the interest holders; and
      2. The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
2. A merger under this part involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.

(B) By all of the interest holders of the entity entitled to vote on or consent to any matter if:

§ 30-22-204. Amendment or abandonment of plan of merger.

1. A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
2. A domestic merging entity may approve an amendment of a plan of merger:
   1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
   2. By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
      1. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
      2. The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
      3. Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
3. After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging entity may abandon the plan in the same manner as the plan was approved.
4. If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
   1. The name of each party to the plan of merger;
   2. The date on which the statement of merger was filed; and
   3. A statement that the merger has been abandoned in accordance with this section.

§ 30-22-205. Statement of merger — Effective date of merger.

1. A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing.
2. A statement of merger must contain:
   1. The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
   2. The name, jurisdiction of formation, and type of entity of the surviving entity;
   3. If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
   4. A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
   5. If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
   6. If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;
   7. If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and
   8. If the surviving entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent in compliance with section 30-21-411, Idaho Code.
3. In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
4. If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
5. A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this act [chapter] to a statement of merger refer to the plan of merger filed under this subsection.
6. A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger.
7. If the surviving entity is a domestic entity, the merger is effective when the statement of merger is effective. If the surviving entity is a foreign entity, the merger is effective on the later of:
   1. The date and time provided by the organic law of the surviving entity; or
   2. When the statement is effective.