INCORPORATION

Idaho Code tit. 30, ch. 30-29, pt. 30-29-2

in effect

Idaho Code § 30-29-201 INCORPORATORS.

30-29-201. INCORPORATORS. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. [30-29-201, added 2015, ch. 243, sec. 57, p. 905.]

Idaho Code § 30-29-202 ARTICLES OF INCORPORATION.

30-29-202. ARTICLES OF INCORPORATION. (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of sections 30-21-301 and 30-21-302 (a), Idaho Code; (2) The number of shares the corporation is authorized to issue; (3) The information required by section 30-21-404 (a), Idaho Code; and (4) The name and address of each incorporator. (b) The articles of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law regarding: (i) The purpose or purposes for which the corporation is organized; (ii) Managing the business and regulating the affairs of the corporation; (iii) Defining, limiting and regulating the powers of the corporation, its board of directors, and shareholders; (iv) A par value for authorized shares or classes of shares; or (v) The imposition of interest holder liability on shareholders; (3) Any provision that under this chapter is required or permitted to be set forth in the bylaws; (4) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for: (i) The amount of a financial benefit received by a director to which the director is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; (iii) A violation of section 30-29-832 , Idaho Code; or (iv) An intentional violation of criminal law; (5) A provision permitting or making obligatory indemnification of a director for liability, as defined in section 30-29-850 (3), Idaho Code, to any person for any action taken, or any failure to take any action, as a director, except liability for: (i) Receipt of a financial benefit to which the director is not entitled; (ii) An intentional infliction of harm on the corporation or its shareholders; (iii) A violation of section 30-29-832 , Idaho Code; or (iv) An intentional violation of criminal law; and (6) A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one (1) or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 30-29-862 , Idaho Code; and may be limited by the authorizing action of the board. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (d) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 30-29-120 (d), Idaho Code. (e) As used in this section, "related person" has the meaning specified in section 30-29-860 , Idaho Code. [30-29-202, added 2015, ch. 243, sec. 57, p. 905; am. 2019, ch. 90, sec. 16, p. 239.]

Idaho Code § 30-29-203 INCORPORATION.

30-29-203. INCORPORATION. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. [30-29-203, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 17, p. 240.]

Idaho Code § 30-29-204 LIABILITY FOR PREINCORPORATION TRANSACTIONS.

30-29-204. LIABILITY FOR PREINCORPORATION TRANSACTIONS. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [30-29-204, added 2015, ch. 243, sec. 57, p. 906; am. 2019, ch. 90, sec. 18, p. 240.]

Idaho Code § 30-29-205 ORGANIZATION OF CORPORATION.

30-29-205. ORGANIZATION OF CORPORATION. (a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (2) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) To elect initial directors and complete the organization of the corporation; or (ii) To elect a board of directors, who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state. [30-29-205, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 19, p. 240.]

Idaho Code § 30-29-206 BYLAWS.

30-29-206. BYLAWS. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. (c) The bylaws may contain one (1) or both of the following provisions: (1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one (1) or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and (2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption. (d) Notwithstanding section 30-29-1020 (b)(2), Idaho Code, the shareholders in amending, repealing, or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process. [30-29-206, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 20, p. 240.]

Idaho Code § 30-29-207 EMERGENCY BYLAWS.

30-29-207. EMERGENCY BYLAWS. (a) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a director, officer, employee or agent of the corporation. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event. [30-29-207, added 2015, ch. 243, sec. 57, p. 907; am. 2019, ch. 90, sec. 21, p. 241.]

Idaho Code § 30-29-208 FORUM SELECTION PROVISIONS.

30-29-208. FORUM SELECTION PROVISIONS. (a) The articles of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. (b) A provision of the articles of incorporation or bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction. (c) No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration. (d) As used in this section, "internal corporate claim" means any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity; any derivative action or proceeding brought on behalf of the corporation; any action asserting a claim arising pursuant to any provision of this chapter or the articles of incorporation or bylaws; or any action asserting a claim governed by the internal affairs doctrine that is not included in this section. [30-29-208, added 2019, ch. 90, sec. 22, p. 241.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH29PT2/Fetched: 10/20/2026