Idaho General Corporate Dissolution Law

Corporate dissolution in Idaho is governed by Idaho Code §§ 30-1-1401 – 1409.

Under these provisions, a majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve by delivering to the secretary of state for filing articles of dissolution.  A corporation’s board of directors may propose dissolution for submission to the shareholders.  The board of directors may condition its submission of the proposal for dissolution on any basis.  Adoption of the proposal to dissolve shall require the approval of the shareholders, unless the articles of incorporation or the board of directors require a greater number of shares to be present.

A corporation may revoke its dissolution within one hundred twenty days of its effective date.  Revocation of dissolution must be authorized in the same manner as the dissolution was authorized, unless that authorization permitted revocation by action of the board of directors alone.  After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution.  Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution.  The corporation resumes carrying on its business as if dissolution had never occurred.  A dissolved corporation continues its corporate existence, but may not carry on any business except that appropriate to wind up and liquidate its business and affairs.


Inside Idaho General Corporate Dissolution Law