30-29-120. REQUIREMENTS FOR DOCUMENTS — EXTRINSIC FACTS. (a) A document delivered to the secretary of state for filing pursuant to this chapter must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.

(b) Notwithstanding the provisions of section 30-21-209(b), Idaho Code, and except as otherwise permitted by subsection (e) of this section, the document must be signed:

(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(3) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(c) The person executing the document shall sign it and state beneath or opposite the person’s signature the person’s name and the capacity in which the document is signed. The document may, but need not, contain a corporate seal, attestation, acknowledgment, or verification.

(d) Whenever a provision of this chapter, or section 30-22-107, Idaho Code, permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document.

(2) The facts may include:

(i) Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;

(ii) A determination or action by any person or body, including the corporation or any other party, to a plan or filed document; or

(iii) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

(3) As used in this subsection:

(i) "Filed document" means a document filed by the secretary of state under any provision of this chapter or chapter 21 or 22, title 30, Idaho Code, except section 30-21-213, Idaho Code, or part 5, chapter 21, title 30, Idaho Code; and

(ii) "Plan" means a plan of domestication, conversion, merger or share exchange.

(4) The following provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed document:

(i) The name and address of any person required in a filed document;

(ii) The registered office, if any, of any entity required in a filed document;

(iii) The registered agent of any entity required in a filed document;

(iv) The number of authorized shares and designation of each class or series of shares;

(v) The effective date of a filed document; and

(vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is neither ascertainable by reference to a source described in subsection (d)(2)(i) of this section or a document that is a matter of public record, nor have the affected shareholders received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment to the filed document setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this paragraph are deemed to be authorized by the authorization of the original filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

(e) The annual report delivered to the secretary of state for filing under section 30-21-213, Idaho Code, shall be executed by one (1) of the persons identified in subsection (a) of this section or by another person who is authorized by the board of directors to execute the report.

History:

[30-29-120, added 2015, ch. 243, sec. 56, p. 902; am. 2019, ch. 90, sec. 1, p. 225.]