Incorporating in Idaho
The first step to incorporating your business in Idaho is completing a formation document titled “Articles of Incorporation” and filing it with the Idaho Secretary of State office. Depending on how the document is filed, this process can take between one and three weeks to complete.
Once your business is “technically” incorporated, there are still steps you need to take to prepare it to operate successfully. These steps include creating bylaws for your corporation, obtaining an employer identification number (EIN), filing your BOI report, applying for any necessary licences and permits, and filing annual reports when the time comes.
For those of you committed to incorporating, or just exploring the idea, here is a guide to aid you on the challenging and rewarding adventure of going corporate.
WHAT IDAHO REGISTERED AGENT LLC
INCORPORATION SERVICE INCLUDES
Here’s what our Idaho Incorporation service includes:
- One year of registered agent service
- Access to the client document management portal
- Articles of Incorporation filed by professional business filers
- Custom bylaws
- Transparent Pricing
|1 Year of Registered Agent Service||$35|
|Our Business Formation Service Fee||$100|
|State Filing Fee||$101*|
*Price includes $1 online credit card processing fee. You can also pay an additional $40 (for $276 total) for 1 day expedited processing.
Incorporating is the oldest, and most prestigious, business establishment process. When you take the step to go corporate, it sends a loud and clear message to investors that you’re serious about business. Many angel investors and venture capitalists will only invest in corporations because they know, from experience, that corporations are the most stable business entity.
Incorporating your business separates your personal assets from lawsuits and creditors. It’s not always fun or encouraging to consider the possibility of failure, but its a good idea to do so if you don’t want to lose your home or assets in the event that you fail to pay a business loan or your company is found liable for legal damages in court.
Once formed, corporations have unlimited life. Incorporating protects your business and brand indefinitely. Of course, the business can still change hands throughout its life, but even in those processes, it will remain operational.
We respect that independent Idaho spirit and salute the entrepreneurs that keep it alive. Here’s a brief DIY guide to incorporate your business in Idaho.
HOW TO COMPLETE THE ARTICLES OF INCORPORATION
Completing the Articles of Incorporation is a four step process.
Choose a Name
Your corporation name must contain one of the following words or abbreviations:
- Corporation or Corp.
- Incorporated or Inc.
- Company or Co.
- Limited or Ltd.
Additionally, the name of your corporation must be different from any other corporation on file with the Idaho Secretary of State.
Your filing will be rejected if the LLC name is not unique. It is a good idea to check and see if the name you want is available before trying to file the Articles of Incorporation. You can search all Idaho business entities on the Idaho Secretary of State Business Entity Search website.
Decide on Shares to Issue
When you incorporate your business, you are required to decide how many shares the corporation will authorize. Shares are units of ownership of a company. You are required to issue at least one share in an Idaho general business corporation.
Though you are not required to, you can provide additional information about the authorized shares in the Articles of Incorporation. If you plan to separate the authorized shares into distinct classes (such as common stock or preferred stock), the Articles of Incorporation must indicate this.
Common stock is the most basic type of stock issued. Having common stock in a company allows shareholders voting rights regarding corporation structural decisions. Preferred stock, if issued, typically does not allow shareholders voting rights. However, preferred stock dividends are usually paid out first and preferred stock holders are in a higher position that common stock holders to receive profits and payouts.
There are a lot of options and opinions regarding the stock structure of a company. If you have more questions, it is a good idea to speak with a business accountant to make sure you choose the right option for your company.
Choose a Registered Agent
To complete the Articles of Incorporation, you are required to list a registered agent. A registered agent is a third party entity or individual chosen by the incorporator(s) of the business to receive any legal correspondence regarding the business. Common legal correspondence received by the registered agent of a business includes legal service of process and annual report reminders. If your company does not maintain a registered agent, it will lose its legal status.
You have the option to list yourself as the registered agent on the Articles of Incorporation if you have a physical address in Idaho (PO Box addresses don’t count), but this can be problematic if you want to keep your personal information off public record. If you would rather your information be kept private, Idaho Registered Agent LLC provides registered agent service for $35 a year. When we serve as your registered agent, you can list our address instead of yours and we will receive any legal correspondence on behalf or your company.
List the Incorporators and Sign the Articles
The Articles of Incorporation require the signature of at least one incorporator before they can be filed. The signor must be listed, with their address, as an incorporator in the “Article 4” field (located in the middle of the document). The address of the incorporator is not required to be located in Idaho.
FILING THE ARTICLES OF INCORPORATION
Once you have completed the Articles of Incorporation, you are ready to file the document with the Idaho Secretary of State. The state recently updated to an online filing system. You can still mail your form, but you must complete it first online and print out the completed form to mail it in.
Idaho Secretary of State Submission Guidelines
|Submission Type||Processing Time (Business Days)||Acceptable Payment
|Office of the Secretary of State
450 N. 4th Street
PO Box 83720
Boise, ID 83720-0080
|Online||8||Credit or Debit Card||https://sos.idaho.gov/sosbiz-help/|
Idaho Secretary of State Filing Fees
The filing fee is $100. There is an online credit card processing fee of $1 as well, and you can pay an additional $40 for 1 day expedited processing.
MAINTAINING YOUR CORPORATION
Incorporating your company doesn’t mean your business is ready and able to operate successfully. Here are some additional things to consider after incorporation.
Corporate bylaws provide definitive rules and regulations for how the company should be managed. The initial bylaws of a corporation are adopted by the incorporators or by the board of directors at the organization meeting.
Bylaws include information about the initial shareholders and their contributions to the company; the initial authorized shares of the company; the amount and class of shares each shareholder has; and the duties and powers of the board of directors and corporate officers.
It is critical to the success of the company that it establishes and maintains a set of bylaws to govern the company. However, it is not necessary that these documents are filed with any governmental agency.
If you hire Idaho Registered Agent LLC to incorporate your business, custom bylaws are included in your incorporation package.
Obtaining an Employer Identification Number
An Employer Identification Number (EIN) is a unique nine-digit number issued by the Internal Revenue Service IRS for federal tax purposes. If you incorporate your business, you are required to obtain an EIN in order to file federal taxes. Getting an EIN is simple and easy. For more information, visit the IRS website.
Filing Your BOI Report
BOI stands for Beneficial Ownership Information report, which is an online filing that must be completed with the Financial Crimes Enforcement Network (FinCEN). It requires basic information about your company and from your corporation’s beneficial owner(s) and company applicant(s), such as: legal name, date of birth, residential address, and photo ID. Companies have 30 days after formation to file their BOI report, as of January 1, 2024. (Companies formed before they have until 2025.) This filing is free and your information will NOT be made public. For more information, see: FinCEN’s BOI Reporting FAQs.
Licenses and Permits
There are many types of businesses that require additional licenses and permits to operate legally and successfully. It is a good idea to check and see what your business may need. For more information, visit the Idaho Biz Help Business Wizard website.
Filing Annual Reports
In Idaho, your corporation is required to file an annual report each year after the incorporation of the company. The annual report is due on the last day of the month the corporation was created. Annual reminders are mailed to the address of the registered agent by the Secretary of State.
You can file your annual report online at the Idaho Secretary of State Business Entity Online Annual Reporting website or you can file a paper copy of the annual report via mail or fax. To begin the process of filing your annual report, login to the annual reporting website and enter your filing number provided on your Certificate of Incorporation.
Annual reports do not require any financial information and do not cost anything to file.
Let Us Lend a Hand
Successful entrepreneurs know the power of delegation.
We take business seriously. That whole adage about time being money? We believe it. So we’re not going to waste any of yours. We provide low-cost, fast, and efficient service so you can focus on the big picture and leave some of the important details to us. When you hire Idaho Registered Agent LLC to incorporate, you get:
- On-point Customer Care
- Personalized Business Documents
- One Year Registered Agent Service
- Articles of Incorporation Filed by Professional Filers
- Option to register an assumed business name (DBA) for $125 pus state fees after completing your purchase. Just add “Trade Name Service” inside your client portal.
FREQUENTLY ASKED QUESTIONS
What’s the difference between a C-corporation and an LLC?
In Idaho, it costs the same amount to form an LLC or incorporate and the process is very similar. However, there are some very distinct differences between the legal business entity types.
Corporations, while they carry more prestige than an LLC, are subject to more formalities and requirements than an LLC. LLCs have more flexible structures and are not required to maintain meeting minutes or hold shareholder meetings.
Additionally C-corporations are subject to corporate tax, while LLCs typically are taxed as pass-through entities. This means that profits from the company are passed to members and are not taxed at a federal or state level; instead they are taxed as personal income.
For more information on how to form an Idaho LLC, visit our Idaho LLC Formation web-page.
What is the difference between a C-Corporation and an S-Corporation?
An S-Corporation is a tax designation that can be applied to any legal business entity. An S-corporation title allows the company to be taxed as a pass-through entity. There are limits on the amount of shareholders an S-Corporation can have, whereas a typical C-Corporation can have an unlimited number of shareholders. You can elect to have your Corporation taxed as an S-Corporation through the IRS. For more information, you can visit the IRS S Corporation website.
What is an Idaho Benefit Corporation?
An Idaho benefit corporation is a corporation that exists to create general public benefit. According to the Idaho Benefit Corporation Act §30-1-301, general public benefit is defined by, “a material positive impact on society and the environment, taken as a whole, as assessed under a third-party standard, resulting from the business and operations of a benefit corporation.”
Additionally, the act defines “specific public benefit” to include:
- Providing low-income or underserved individuals or communities with beneficial products or services
- Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business
- Protecting or restoring the environment
- Improving human health
- Promoting the arts, sciences or advancement of knowledge
- Increasing the flow of capital to entities with a purpose to benefit society or the environment
- Conferring any other particular benefit on society or the environment
To change the status of your corporation to a benefit corporation, you must amend your previously filed Articles of Incorporation to identify that it has elected to be a benefit corporation.
If you believe your corporation may qualify as an Idaho Benefit Corporation, you can find more information in the Idaho Benefit Corporation Act portion of the Idaho Uniform Business Code.
How will my Idaho corporation be taxed?
Idaho corporate tax is 7.4%. If that amount is less than $20, your corporation will be required to pay a minimum of $20—even if the company did not profit that year.
What are shareholder certificates?
Shareholder certificates are documents that are issued by a corporation that certify that the individual identified on the the document is a legitimate owner of shares in the corporation. The certificate includes the name and address of the shareholder, the number of shares held, the class of the shares, and the amount that was paid for the shares.
When and where do shareholders meet?
Shareholders meet annually to elect the board of directors and vote on proposals. The date of the shareholder meeting will be provided in the bylaws of the corporation.
Shareholder meetings can take place in any venue. If shareholders cannot attend, they are permitted to attend remotely and can vote via a proxy.
Who is on the board of directors of a corporation?
The board of directors of a corporation is made up of a group of individuals who have been elected to oversee the directional operations of a business. The initial shareholders of a corporation elect the board of directors during the first meeting (oftentimes called the organization meeting).
Idaho Corporations are required to have a board of directors, unless otherwise specified by the bylaws of the corporation.
What is the organization meeting?
The organization meeting is the initial meeting of the proposed directors, officers, and shareholders of a newly formed corporation. Typically the agenda of this meeting includes:
- Taking attendance
- Adopting the Articles of incorporation
- Adopting the Bylaws
- Issuing shareholder certificates
- Electing the officers of the corporation
Who is an officer of a corporation?
An officer of a corporation is an individual appointed by the corporate board of directors. Corporate officers handle the day-to-day operations of the corporation. Officers of a corporation do not have to be shareholders of the corporation, but being a shareholder of a corporation does not permit an individual from being an officer.
Unless otherwise specified in the bylaws, an Idaho corporation must have one officer responsible for preparing the minutes of the directors’ and shareholders’ meetings.
Do I need assumed business name (DBA) for my company?
Operating your company under an assumed business name (commonly called a DBA) has its benefits. Using an assumed business name allows for branding and franchising opportunities. To register an assumed business name, select our Trade Name Service inside your account after signing up for our business formation service. We’ll take care of registering your company’s assumed business name for $125 plus state fees.
Do I have to file a BOI report for my Idaho corporation?
It’s highly likely you’ll have to file a Beneficial Ownership Information report for your corporation in Idaho. While there are some exemptions, these are for businesses in highly regulated industries like government and banking. Unfortunately, this report is mandatory, but the good news is that the information you report will NOT be added to the public record.
Where can I read more about the Idaho Corporate Law?
You can read more about Idaho Corporate Law on the Idaho Legislature website.