Corporate Sale of Substantially All Assets Approval Requirements in Idaho

At a glance

Requirements one by one

The 25% safe harbor is conclusive in one direction

Idaho Code § 30-29-1202(a) applies when a non-exempt disposition would leave the corporation without significant continuing business activity. Retaining at least 25% of prior-year total assets and at least 25% of either continuing pretax income or continuing revenue is conclusive, measured for the corporation and subsidiaries on a consolidated basis.

The text does not say that falling below the percentages creates a presumption that significant activity is absent. Direct and indirect consolidated- subsidiary assets are deemed parent assets.

The board first authorizes and may condition effectiveness

The board first authorizes by resolution, submits the disposition, and recommends approval. A conflict, special circumstance, or § 30-29-826 route can support no recommendation if the board informs holders of its basis. It may set conditions on holder approval or the disposition's effectiveness.

Every shareholder receives terms and consideration

Section 30-29-1202(d) requires notice to each voting and nonvoting holder. It states the purpose and describes the disposition, terms, conditions, and consideration. Idaho Code § 30-29-705 supplies the 10-to-60-day interval.

The disposition vote requires a quorum of a majority of all votes entitled. Under § 30-29-725, votes cast for then must exceed votes cast against, unless a greater rule applies. The articles or a board condition may require a greater vote or quorum.

Written action under § 30-29-704 is unanimous by default. The articles may authorize the meeting-equivalent threshold; sufficient consents must arrive within 60 days, followed by notices to nonconsenting voters and protected nonvoters.

Four exclusions and dissolution sit outside the trigger

Idaho Code § 30-29-1201 removes a usual-course disposition, an encumbrance in or outside that course, a transfer to wholly owned entities, and a pro rata class or series asset distribution. The articles may require approval for those otherwise exempt actions. A disposition in the course of dissolution is outside § 30-29-1202.

Approval can be abandoned before consummation

After shareholder approval and before consummation, § 30-29-1202(f) permits the corporation to abandon without holder action, subject to other parties' contractual rights. Part 12 states no separate statutory agreement execution, filing, amendment, or closing process.

Appraisal and remedy limits require separate checks

Idaho Code § 30-29-1302(a)(3) grants appraisal to a holder entitled to vote when a § 30-29-1202 disposition is consummated. Its cash/net-assets distribution within one year, interested-transaction, market, consideration-distribution, and preferred-share rules can change eligibility. Section 30-29-1320 supplies meeting and consent appraisal notices.

After shareholder approval, § 30-29-1340 generally limits a shareholder from contesting, enjoining, setting aside, or rescinding the action. Its exceptions preserve challenges for specified authorization defects, fraud or material misstatements or omissions, interested transactions, and a narrow nonunanimous- consent notice failure.

What trips people up

• The safe harbor does not run backward. The statute makes the 25% pair conclusive when met but does not declare a below-threshold presumption.
• Quorum and approval use different measures. A majority of votes entitled supplies the quorum; votes cast for must then exceed votes cast against.
• Dissolution changes the governing part. A disposition during dissolution is outside § 30-29-1202 rather than an exception inside it.

Common questions

Are subsidiary assets counted with the parent?

Yes. Direct and indirect consolidated-subsidiary assets are deemed parent assets for § 30-29-1202.

Must nonvoting holders receive the disposition notice?

Yes. The statute sends the notice to every holder and requires terms, conditions, and consideration.

Can the corporation abandon after approval?

Yes, before consummation and without another holder action, subject to other parties' contractual rights.

Statutes and sources

• Idaho Code §§ 30-29-704 to -705 and -725 — consent, meeting notice, and votes-cast approval. Official Idaho Code Chapter 29, accessed September 5, 2026.
• Idaho Code §§ 30-29-1201 to -1202 — exclusions, significant-activity trigger, 25% safe harbor, subsidiaries, board action, notice, vote, dissolution, and abandonment. Official Idaho Code Chapter 29, accessed September 5, 2026.
• Idaho Code §§ 30-29-1302, -1320, and -1340 — appraisal eligibility, notice, and remedy limits. Official Idaho Code Chapter 29, accessed September 5, 2026.