SHARES AND DISTRIBUTIONS

Idaho Code tit. 30, ch. 30-29, pt. 30-29-6

in effect

Idaho Code § 30-29-601 AUTHORIZED SHARES.

30-29-601. AUTHORIZED SHARES. (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and before the issuance of shares of a class or series, describe the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations, that are identical with those of other shares of the same class or series. (b) The articles of incorporation must authorize: (1) One (1) or more classes or series of shares that together have full voting rights; and (2) One (1) or more classes or series of shares, which may be the same class, classes, or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. (c) The articles of incorporation may authorize one (1) or more classes or series of shares that: (1) Have special, conditional or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter; (2) Are redeemable or convertible as specified in the articles of incorporation: (i) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event; (ii) For cash, indebtedness, securities or other property; and (iii) At prices and in amounts specified or determined in accordance with a formula; (3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or (4) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation. (d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 30-29-120 (d), Idaho Code. (e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation. (f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive. [30-29-601, added 2015, ch. 243, sec. 61, p. 909; am. 2019, ch. 90, sec. 27, p. 244.]

Idaho Code § 30-29-602 TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS.

30-29-602. TERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS. (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class; (2) Reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes; or (3) Reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class. (b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under section 30-29-601 , Idaho Code, of: (1) Any class of shares before the issuance of any shares of that class; or (2) Any series within a class before the issuance of any shares of that series. (c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection (a) of this section. [30-29-602, added 2015, ch. 243, sec. 61, p. 910; am. 2019, ch. 90, sec. 28, p. 244.]

Idaho Code § 30-29-603 ISSUED AND OUTSTANDING SHARES.

30-29-603. ISSUED AND OUTSTANDING SHARES. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 30-29-640 , Idaho Code. (c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have full voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. [30-29-603, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 29, p. 245.]

Idaho Code § 30-29-604 FRACTIONAL SHARES.

30-29-604. FRACTIONAL SHARES. (a) A corporation may issue fractions of a share or, in lieu of doing so, may: (1) Pay in cash the value of fractions of a share; (2) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or (3) Arrange for disposition of fractional shares by the holders of such shares. (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 30-29-625 (b), Idaho Code. (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (d) The board of directors may authorize the issuance of scrip subject to any condition, including that: (1) The scrip will become void if not exchanged for full shares before a specified date; and (2) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [30-29-604, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 30, p. 245.]

Idaho Code § 30-29-620 SUBSCRIPTION FOR SHARES BEFORE INCORPORATION.

30-29-620. SUBSCRIPTION FOR SHARES BEFORE INCORPORATION. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement, provided that such consideration meets the requirements of section 30-29-621 (b), Idaho Code. (d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty (20) days after the corporation delivers a written demand for payment to the subscriber. (e) A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against the subscriber or the corporation, unless in writing and signed by the party to be bound. [30-29-620, added 2015, ch. 243, sec. 61, p. 911; am. 2019, ch. 90, sec. 31, p. 246.]

Idaho Code § 30-29-621 ISSUANCE OF SHARES.

30-29-621. ISSUANCE OF SHARES. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, or other securities of the corporation. (c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. (d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. (e) The corporation may place in escrow shares issued for a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received, or the note is paid. If the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. (f) (1) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of a majority, or such greater number as the articles of incorporation may prescribe, of the votes entitled to be cast on the matter exists, if: (i) The shares, other securities, or rights are to be issued for consideration other than cash or cash equivalents; and (ii) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent (20%) of the voting power of the shares of the corporation that were outstanding immediately before the transaction. (2) In this subsection: (i) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares, or other securities convertible into or rights exercisable for shares, shall be the greater of: (A) The voting power of the shares to be issued; or (B) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued. (ii) A series of transactions is integrated only if consummation of one (1) transaction is made contingent on consummation of one (1) or more of the other transactions. [30-29-621, added 2015, ch. 243, sec. 61, p. 912; am. 2019, ch. 90, sec. 32, p. 246.]

Idaho Code § 30-29-622 LIABILITY OF SHAREHOLDERS.

30-29-622. LIABILITY OF SHAREHOLDERS. (a) A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (b) A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, except to the extent provided in a provision of the articles of incorporation permitted by section 30-29-202 (b)(2)(v), Idaho Code, and that a shareholder may become personally liable by reason of the shareholder’s own acts or conduct. [30-29-622, added 2015, ch. 243, sec. 61, p. 912; am. 2019, ch. 90, sec. 33, p. 247.]

Idaho Code § 30-29-623 SHARE DIVIDENDS.

30-29-623. SHARE DIVIDENDS. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one (1) or more classes or series of shares. An issuance of shares under this subsection is a share dividend. (b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless: (1) The articles of incorporation so authorize; (2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (3) There are no outstanding shares of the class or series to be issued. (c) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date may not be retroactive. (d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend. [30-29-623, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 34, p. 247.]

Idaho Code § 30-29-624 SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS.

30-29-624. SHARE RIGHTS, OPTIONS, WARRANTS, AND AWARDS. (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (1) The terms and conditions upon which the rights, options, or warrants are issued; and (2) The terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable. (b) The terms and conditions of such rights, options, or warrants may include restrictions or conditions that: (1) Preclude or limit the exercise, transfer or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or (2) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees. (c) The board of directors may authorize one (1) or more officers to: (1) Designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and (2) Determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms of such rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity compensation awards. [30-29-624, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 35, p. 248.]

Idaho Code § 30-29-625 FORM AND CONTENT OF CERTIFICATES.

30-29-625. FORM AND CONTENT OF CERTIFICATES. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. (b) At a minimum each share certificate must state on its face: (1) The name of the corporation and that it is organized under the law of this state; (2) The name of the person to whom issued; and (3) The number and class of shares and the designation of the series, if any, the certificate represents. (c) If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize the rights, preferences, and limitations applicable to each class and series; any variations in rights, preferences, and limitations among the holders of the same class or series; and the authority of the board of directors to determine terms of future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. (d) Each share certificate must be signed by two (2) officers designated in the bylaws or by the board of directors. (e) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. [30-29-625, added 2015, ch. 243, sec. 61, p. 913; am. 2019, ch. 90, sec. 36, p. 248.]

Idaho Code § 30-29-626 SHARES WITHOUT CERTIFICATES.

30-29-626. SHARES WITHOUT CERTIFICATES. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by section 30-29-625 (b) and (c), Idaho Code, and, if applicable, section 30-29-627 , Idaho Code. [30-29-626, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 37, p. 249.]

Idaho Code § 30-29-627 RESTRICTION ON TRANSFER OF SHARES.

30-29-627. RESTRICTION ON TRANSFER OF SHARES. (a) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 30-29-626 (b), Idaho Code. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders; (2) To preserve exemptions under federal or state securities law; or (3) For any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares; (2) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares; (3) Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or (4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. (e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [30-29-627, added 2015, ch. 243, sec. 61, p. 914; am. 2019, ch. 90, sec. 38, p. 249.]

Idaho Code § 30-29-630 SHAREHOLDERS’ PREEMPTIVE RIGHTS.

30-29-630. SHAREHOLDERS’ PREEMPTIVE RIGHTS. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar effect, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to: (i) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (iii) Shares authorized in the articles of incorporation that are issued within six (6) months from the effective date of incorporation; or (iv) Shares sold otherwise than for cash. (4) Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series. (5) Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders’ preemptive rights. (c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares. [30-29-630, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 40, p. 250.]

Idaho Code § 30-29-631 CORPORATION’S ACQUISITION OF ITS OWN SHARES.

30-29-631. CORPORATION’S ACQUISITION OF ITS OWN SHARES. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation’s articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation pursuant to section 30-29-1005 (f), Idaho Code. (c) A corporation has authority to use, hold, acquire, cancel and dispose of treasury shares. (d) Unless the board of directors adopts an amendment to the corporation’s articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are canceled shall be treated as authorized but unissued shares. [30-29-631, added 2015, ch. 243, sec. 61, p. 915; am. 2019, ch. 90, sec. 41, p. 251.]

Idaho Code § 30-29-640 DISTRIBUTIONS TO SHAREHOLDERS.

30-29-640. DISTRIBUTIONS TO SHAREHOLDERS. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) The board of directors may fix the record date for determining shareholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation’s shares, the record date is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (e) Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured: (1) In the case of distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of: (i) The date cash or other property is transferred or debt to a shareholder is incurred by the corporation; or (ii) The date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) In all other cases, as of: (i) The date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or (ii) The date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization. (f) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If such indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made. (h) This section shall not apply to distributions in liquidation under part 14 of this chapter. [30-29-640, added 2015, ch. 243, sec. 61, p. 916; am. 2019, ch. 90, sec. 42, p. 251.]

Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH29PT6/Fetched: 10/20/2026