A corporation in the state of Idaho can be incorporated by one or more persons by delivering articles of incorporation to the Secretary of State for filing.
The articles of incorporation must state the purpose for which the corporation is formed. The Articels must include the name of the corporation, number of shares the corporation is authorized to issue, name and address of each incorporator, and names and addresses of the individuals who are to serve as the initial directors. The articles of incorporation are filed with the Secretary of State of Idaho.
After incorporation, the directors must appoint officers, adopt bylaws, and carry out any other business as required. If the articles of incorporation do not name the initial directors and the board of directors, they are elected in an organizational meeting. The organizational meeting can be held in or out of the state.
Bylaws must be adopted by the board of directors of the corporation. Bylaws must contain provisions for managing the business and regulating all affairs of the corporation consistent with law and the articles of incorporation. The board of directors can adopt special bylaws in case of emergency.
The name of a corporation must contain the word corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.” If the word “company” or its abbreviation is used, it should not be immediately preceded by the word “and” or by an abbreviation of or symbol representing the word “and.” A corporation’s name should not be deceptively similar to the name of another corporation incorporated in the Idaho. The name shall not be likely to mislead the public.
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 need to be set forth in the articles of incorporation. Meeting of the shareholders shall be held every year at the time and place fixed by the bylaws. If the bylaws are silent about the venue, the meeting shall be held in the corporation’s principal office. Upon the call of board of directors or persons authorized by the articles of incorporation or bylaws, special meetings could be conducted for specific purposes.
The board of directors shall exercise all corporate powers under the authority of the corporation. All the affairs of the corporation shall be managed by the board of directors. The articles of incorporation can set forth the limitations for the powers of directors.