Greenstone Properties Operating Illegally?

After a GUARDIAN reader commented about Greenstone Properties, the developer seeking to build the downtown stadium and related housing and commercial complex, we decided to check the law regarding doing business in Idaho.

Here is what the Idaho Constitution has to say about “foreign” (out-of-state) corporations:

ARTICLE XI, SECTION 10. REGULATION OF FOREIGN CORPORATIONS. No foreign corporation shall do any business in this state without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served; and no company or corporation formed under the laws of any other country, state, or territory, shall have or be allowed to exercise or enjoy, within this state any greater rights or privileges than those possessed or enjoyed by corporations of the same or similar character created under the laws of this state.

30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.
(b) A foreign filing entity or foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.

To satisfy this constitutional mandate, corporations need to register as a “foreign corporation” with the Idaho Secretary of State. As of April 18, 2018 we can find no registration for Greenstone Properties, their location, or agent. We were also unable to detect any assumed business name for Greenstone Properties.

As a practical matter it would seem difficult for the City of Boise to consider a rezone application from an unregistered foreign corporation which MAY have been conducting business within the state while in violation of the state constitution or Idaho code.

UPDATE 4/23/18–Boise Planning and Zoning has no requirement regarding business registration when considering applications.

Comments & Discussion

Comments are closed for this post.

  1. western guy
    Apr 18, 2018, 4:59 pm

    What? The Boise City attorney’s office hasn’t checked out the legal status of Greenstone Properties? CCDC, either? Shocked; Shocked!

  2. As Gomer says–surprise, surprise, surprise!

  3. Bieter should resign
    Apr 18, 2018, 5:45 pm

    This is all starting to make Brent Coles look like not that bad of a guy.

    Apr 18, 2018, 6:29 pm

    Time to channel Margaret from the Hollywood Market! She was prescient about Bieter – back when many were in his thrall. Bet Boot Bieter would be in big letters on the Market sign if she was still here.

    “In the decades that it was open, the Hollywood Market was the stuff of legend, but it was the small things—like the wicker basket on the counter filled with strips of paper like fortune cookie messages, each with a (misspelled) daily affirmation on it, which were free for customers to take—that made the store and its owner such a unique part of Boise.

    The Hollywood Market was a quaint place to stop in for a piece of penny candy, groceries, a random household item or a cold beverage, but it also served as a soapbox for the socially conscious Lawrence—who made her less-than-favorable feelings about Boise mayors Brent Coles and Dave Bieter abundantly clear”.

  5. Untie the knot in your panties. No laws have been broken. The company simply does not have the rights or protections afforded corporations until it is registered. Not a big deal at this stage.

  6. I would define doing business as when an agreement is inked. An out of state developer hiring local consultants to advance pre-development work is standard practice, much of these draft agreements will have place holders in the agreements for whatever local LLC the developer will create by the time of signing the agreements.

    Certainly Greenstone has some legal presence in Idaho by which they own/operate the baseball team.

    EDITOR NOTE–They also have an “agent.”

  7. TFBoy, there is a law.
    What are they teaching down there in Twin Falls?

    Idaho Code Section 30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.

    THAT is a law. You might notice it by the fact is says Idaho Code. Code as in, “the book of law”.

    But the more important point is, the words “do business” has a wide interpretation.

    This is why we have attorneys.

  8. Having, thus, been forewarned, Greenstone shall now register prior to any “action or proceeding.”

    Greenstone, however, is not the problem. It is elected officials so desperate for what they see as economic development that they are willing to open the public purse and squander public amenities.

  9. @ Easterner—

    What is “do business”…. that is why lawyers write laws that you need to hire a lawyer to interpret/defend. Job security for lawyers.

    Just ask Bill Clinton what the meaning of “is”.. is.

  10. Easterner, where did you get your degree?

    EDITOR NOTE–TF BOY, The GUARDIAN has checked with no fewer than 4 local members of the Idaho Bar and a CPA. They ALL agree (with the humble GUARDIAN) that Greenstone needs to be registered with the Sec. State to do business in Idaho. They also note it is simply a matter of acknowledging the GUARDIAN is correct and paying the token fee to register as a “foreign corporation.” Any way you define it, they are “doing business.”

  11. Is there any penalty for doing business as an unregistered foreign corp? “Doing business” seems like a pretty vague description, especially if there’s no binding “action” or “proceeding” undertaken.

    Justice Gorsuch would have a field day with the state trying to prosecute Greenstone for feeling out the appetites of local decision makers before making a formal proposal.

    EDITOR NOTE–Like many Idaho laws, I cannot find a penalty. However “doing business” would include having an agent and holding a required meeting, making application to the city. It will be interesting to see if the city accepts their applications. We suspect Greenstone will quietly spend the token amount and register with the Secy State.

  12. Editor, Since there is no penalty or enforcement provision for what you characterize as doing business, it is a matter of semantics. I maintain that there has been nothing “illegal” in the developers conduct and you are getting carried away in its use. Until the corporation files paperwork, it does not exist in relation to Idaho and the rights registered corporations have. That does not mean that its principals cannot fly the flag and test the waters for business. You are making something out of nothing just to stir the pot against a project you do not favor.

    EDITOR NOTE–Do you favor the city accepting applications from “foreign” corporations?

  13. Tammy Ikonen
    May 21, 2018, 4:26 pm

    Our precious citizens of Boise and Idaho deserve to have so-called laws actually be laws and enforcement policies put in place.

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