Nonprofit Corporation Voluntary Dissolution Filing Requirements in Idaho

At a glance

Requirements one by one

Member approval

The two member-vote measures are alternatives. Section 30-30-1002 uses “two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.” A governing-document or class requirement may change the result. Under § 30-30-504, the written-consent route instead requires at least 80% of voting power, with notice to nonsigning members and effectiveness ten days after that notice when required. Section 30-30-508 provides a written-ballot route tied to meeting quorum and voting requirements.

Filing and effective time

Section 30-30-1003 permits filing “[a]t any time after dissolution is authorized.” Its articles report authorization and voting information rather than certifying completed liquidation. Section 30-30-102 assigns the signature to the board’s presiding officer, president or another officer. Section 30-21-203 governs filing effectiveness; a permitted delayed date without a stated time takes effect at 12:01 a.m. that day.

Reversing a filing before it takes effect

Under § 30-21-204, filing the withdrawal means “the action or transaction evidenced by the original filed record does not take effect.” The statement identifies the record; original signers sign unless they agree otherwise. Section 30-21-214 lists a $30 withdrawal fee.

What trips people up

The early route in § 30-30-1001 requires both no members and action before the directors’ organization meeting. An inactive corporation that has already organized must use the applicable ordinary authorization rule.

Section 30-30-1002 requires a plan naming recipients after creditors have been paid. Sending members just a dissolution resolution leaves out the required plan or summary. Member-meeting notice follows § 30-30-505; a memberless board meeting instead follows the seven-day rule in § 30-30-614(3), unless waived.

A fee-free filing may still carry the conditional $20 manual-data-entry surcharge under § 30-21-214(f). The exception applies when the form is unavailable through the state’s online filing system.

Common questions

Does dissolution itself transfer title to property? No. Section 30-30-1004(2)(a) expressly says it does not.

Can a lawsuit already pending continue? Yes. Section 30-30-1004(2)(e) says dissolution does not abate or suspend it. The same section preserves the registered agent’s authority.

Statutes and sources

Idaho Code § 30-30-101

SHORT TITLE. This act shall be known and may be cited as the "Idaho Nonprofit Corporation Act" and shall apply to any type of lawful nonprofit corporation formed under the provisions of this act or other laws of this state.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-102

FILING REQUIREMENTS. (1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (a) By the presiding officer of its board of directors of a domestic or foreign nonprofit corporation, by its president, or by another of its officers; (b) If the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (2) 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 (1) of this section or by another person who is authorized by the board of directors to execute the report.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-1001

DISSOLUTION BY INCORPORATORS OR DIRECTORS AND THIRD PERSONS. (1) A majority of the incorporators or directors of a corporation that has no members may, prior to the organization meeting of directors and subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution. (2) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation. (3) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-1002

DISSOLUTION BY DIRECTORS, MEMBERS AND THIRD PERSONS. (1) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if it is approved: (a) By the board; (b) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (c) In writing by any person or persons whose approval is required by a provision of the articles authorized in section 30-30-801, Idaho Code, for an amendment to the articles or bylaws. (2) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 30-30-505, Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (6) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-1003

ARTICLES OF DISSOLUTION. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) A statement that dissolution was approved by a sufficient vote of the board; (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (e) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; and (f) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-1002(1)(c), Idaho Code, a statement that the approval was obtained. (2) A corporation is dissolved upon the effective date of its articles of dissolution.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-1004

EFFECT OF DISSOLUTION. (1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) Preserving and protecting its assets and minimizing its liabilities; (b) Discharging or making provision for discharging its liabilities and obligations; (c) Disposing of its properties that will not be distributed in kind; (d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (f) If no provision has been made in its articles or bylaws for distribution of assets on dissolution, it may transfer, subject to any contractual or legal requirement, its assets: (i) To one (1) or more persons described in section 501(c)(3) of the Internal Revenue Code; or (ii) To its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and (g) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) Dissolution of a corporation does not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in sections 30-30-618 and 30-30-623, Idaho Code; (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) Terminate the authority of the registered agent.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-504

ACTION BY WRITTEN CONSENT. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) If not otherwise determined under section 30-30-503 or 30-30-507, Idaho Code, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state. (4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-505

NOTICE OF MEETING. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice that conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided however, that notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section. (3) Notice is fair and reasonable if: (a) The corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) days, or if notice is mailed by other than first class or registered mail, thirty (30) days, nor more than sixty (60) days before the meeting date; (b) Notice of an annual or regular meeting includes a description of any matters or matters that must be approved by the members under section 30-22-203, 30-22-303, 30-22-403, 30-22-503, 30-30-619, 30-30-626, 30-30-703, 30-30-709, 30-30-903 or 30-30-1003, Idaho Code; and (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (4) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 30-30-507, Idaho Code, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (5) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (a) Requested in writing to do so by a person entitled to call a special meeting; and (b) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-508

ACTION BY MAILED WRITTEN BALLOT OR ABSENTEE BALLOT. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. The articles or bylaws may provide that the members may vote by mail or by absentee ballot on any corporate action that may be taken at any annual, regular or special meeting of members. (2) A written ballot for action taken without a meeting shall: (a) Set forth each proposed action; and (b) Provide an opportunity to vote for or against each proposed action. (3) Approval by written ballot alone pursuant to this section when a meeting is not held shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and when the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (4) All solicitations for votes by written ballot shall: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the corporation in order to be counted. (5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-511

QUORUM REQUIREMENTS. (1) Unless this act, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors at a meeting of members to constitute a quorum on that matter. (2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (3) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (4) Unless one-third (1/3) or more of the voting power is present in person, by proxy, by mailed written ballot, by absentee ballot, or by means of remote communication to the extent authorized by the board of directors, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-613

ACTION WITHOUT MEETING. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-614

CALL AND NOTICE OF MEETINGS. (1) Unless the articles, bylaws or subsection (3) of this section provides otherwise, regular meetings of the board may be held without notice. (2) Unless the articles, bylaws or subsection (3) of this section provides otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (3) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 30-30-615, Idaho Code. (4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.

Official statute (accessed 2026-09-30).

Idaho Code § 30-30-616

QUORUM AND VOTING. (1) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors. (2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.

Official statute (accessed 2026-09-30).

Idaho Code § 30-21-203

EFFECTIVE DATES AND TIMES. Except as otherwise provided in this act and subject to section 30-21-205(d), Idaho Code, an entity filing is effective: (1) On the date and at the time of its filing by the secretary of state as provided in section 30-21-206, Idaho Code; (2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subsection (1) of this section; (3) If permitted by this act, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date as permitted by this act is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.

Official statute (accessed 2026-09-30).

Idaho Code § 30-21-204

WITHDRAWAL OF FILED RECORD BEFORE EFFECTIVENESS. (a) Except as otherwise provided in this act, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (b) A statement of withdrawal must: (1) Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (2) Identify the record to be withdrawn; and (3) If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (c) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record does not take effect.

Official statute (accessed 2026-09-30).

Idaho Code § 30-21-214

FEES. (a) The secretary of state shall collect the following fees for copying and certifying the copy of any filed record: (1) Twenty-five cents (25¢) per page for copying; and (2) Ten dollars ($10.00) for the certification. (b) The secretary of state shall collect the following fees when an entity filing is delivered for filing: (1) Statement of merger ..................................... $30.00 (2) Statement of withdrawal ................................. $30.00 (3) Statement of interest exchange .......................... $30.00 (4) Statement of abandonment ................................ $30.00 (5) Statement of conversion ................................. $30.00 (6) Statement of domestication .............................. $30.00 (7) Annual report ........................................... No fee (8) Articles of incorporation of a business corporation ...... $100.00 (9) Articles of incorporation of a nonprofit corporation ...... $30.00 (10) Statement of qualification of a limited liability partnership ... .......................................................... $100.00 (11) Certificate of amendment to certificate of assumed business name ........................................................... $10.00 (12) Certificate of amendment to certificate of assumed business name with only an address change ................................... No fee (13) Certificate of assumed business name .................... $25.00 (14) Certificate of cancellation of a certificate of assumed business name ........................................................ No fee (15) Certificate of limited partnership of a limited partnership ..... .......................................................... $100.00 (16) Certificate of organization of a limited liability company ...... .......................................................... $100.00 (17) Other public organic documents or a statement not otherwise specified herein ................................................ $30.00 (18) Commercial registered agent listing statement .......... $100.00 (19) Commercial registered agent termination statement ....... $20.00 (20) Commercial registered agent statement of change ......... $30.00 (21) Registered agent statement of resignation ................ No fee (22) Statement designating a registered agent ................ $20.00 (23) Foreign entity registration statement ................. $100.00 (24) Amendment of foreign entity registration statement ...... $30.00 (25) Statement of withdrawal of foreign entity registration statement ........................................................... $20.00 (26) Statement of correction ................................ $30.00 (27) Application for reinstatement following administrative dissolution ....................................................... $30.00 (28) Statement of dissolution of a limited liability company ... No fee (29) Statement of partnership authority .................... $100.00 (30) Certificate of existence ............................... $10.00 (31) Application for use of deceptively similar name .......... $20.00 (32) Application for reserved name .......................... $20.00 (33) Notice of transfer of reserved name ..................... $20.00 (34) Application for registered name ........................ $60.00 (35) Application for renewal of registered name .............. $60.00 (36) Amendment of articles of incorporation .................. $30.00 (37) Restatement of articles of incorporation with amendment of articles ....................................................... $30.00 (38) Articles of dissolution ................................. No fee (39) Articles of revocation of dissolution ................... $30.00 (40) Certificate of administrative action ................... $10.00 (41) Certificate of judicial dissolution ..................... No fee (42) Statement of termination ................................ No fee (c) The withdrawal under section 30-21-204, Idaho Code, of a filed record before it is effective or the correction of a filed record under section 30-21-205, Idaho Code, does not entitle the person on whose behalf the record was filed to a refund of the filing fee. (d) The secretary of state shall collect a surcharge of forty dollars ($40.00) for providing evidence of filing an entity filing within eight (8) working hours after the entity filing is delivered, either in person or electronically, for filing. (e) The secretary of state shall collect a surcharge of one hundred dollars ($100) for providing evidence of filing an entity filing that is submitted to the secretary of state before 1:00 p.m. mountain time and that requests expedited service within the same working day that the filing is submitted. (f) The secretary of state shall collect a surcharge of twenty dollars ($20.00) for filing any form that is not generated by the secretary of state's electronic filing system and that requires manual data entry; provided, however, that no surcharge for manual data entry shall be collected under this subsection for any form that is not available for online filing by the secretary of state's electronic filing system.

Official statute (accessed 2026-09-30).