HOW TO FORM AN LLC IN IDAHO
The first step to form an LLC in Idaho is completing the “Certificate of Organization” and filing it with the Idaho Secretary of State.
Once your Certificate of Organization is filed, you will need to obtain an employer verification number (EIN) from the IRS and create an operating agreement.
From that point, you can open a business banking account, hire employees, file an annual report in a year, and grow your company.
LLC Formation in Idaho Done Right
You can do it yourself. Or you can have Idaho Registered Agent LLC help. When it comes to LLC formation in Idaho, Idaho Registered Agent LLC brings a trifecta of efficiency, accuracy, and timeliness to the table.
Here’s what we provide:
- A prepared and filed custom draft of your Certificate of Organization
- A custom operating agreement
- Access to the customer portal, which allows you to manage your business documents
- One year registered agent service
- Annual reports reminders
- Transparent pricing
Idaho Registered Agent LLC
LLC Formation Prices
|Idaho State Filing Fee||$120|
|Our Formation Service Fee||$100|
|One Year Registered Agent Service||$35|
Why form an LLC in Idaho?
Forming an LLC in Idaho has perks.
Some things (like your social security number, the age you finally stopped wetting the bed, and your personal address) are better kept private. Nobody needs to know that stuff except you. We get it. So when you choose Idaho Registered Agent LLC to form your LLC, we use our address so you don’t have to use yours.
- Tax Exemption
When you form an LLC in Idaho, your LLC qualifies as a pass-through entity, which–even though it sounds a lot like some sort of portmortem spiritual being–is actually about taxation. A pass-through entity is a legal entity that allows the earnings and income of your LLC to “pass through” to the members or investors of your LLC, according to the terms outlined in the operating agreement.
Forming an LLC in Idaho gives you the protection of a corporation, without the taxes and formalities of one. If an LLC is formed properly and maintains good standing by filing annual reports, it separates and protects the personal assets of the members from the debts and obligations of the company.
How to Form an LLC in Idaho
Here at Idaho Registered Agent LLC, your business is our business and we want it to succeed-with or without our help. Here’s a brief DIY overview on forming an LLC in Idaho:
To form an LLC in Idaho, you file a completed Certificate of Organization with the Idaho Secretary of State. A PDF of the Certificate of Organization is available at the Idaho Secretary of Business Entities website.
This might sound simple now, but just wait…
Completing the Certificate of Organization is a six step process:
Choose a Name
You are required to choose a name for your Idaho LLC. You may already have the perfect name in mind, but it must comply with the following Idaho LLC formation rules:
- It must contain the words, “limited liability company,” or the abbreviation, “LLC,” with or without the punctuation.
- It must be distinguishable from any other business entity on file with the Idaho Secretary of State.
It’s a good idea to check and see if the name you want is available before you get too attached. You can search all Idaho business entities on the Idaho Secretary of State Entity Search website.
List the Principal Office
The principal office is the primary, physical location of the company. Idaho Law does not required that this address is physically in Idaho. When you hire Idaho Registered Agent LLC to form your LLC in Idaho, we list our address here for further privacy protection.
Choose a Registered Agent
A registered agent is a third party entity chosen by the founding member(s) of the LLC to act as a recipient of any legal correspondence regarding the company. Legal correspondence may include service of process of legal action and annual report reminders. A registered agent must have a physical street address in Idaho. PO boxes do not count.
It is possible to list yourself as your LLC’s registered agent. However, to do so, you must have a physical Idaho address. If your LLC does not maintain a registered agent with a physical address in the state of Idaho, the LLC will lose its legal status and, in some cases, be subject to additional penalties.
There a downside to listing yourself as the registered agent-your personal information is made public record. If you would rather remain private, Idaho Registered Agent LLC can provide one full year or registered agent service for $35. We list our address so you don’t have to list yours.
We can also form your LLC in Idaho for you, start to finish, and save you the hassle for $255. This includes the registered agent service, the state filing fees, and the completed and filed Certificate of Organization and annual report reminders.
List a Governor of the LLC
According to the Idaho Uniform Limited Liability Company Act, the role of the governor of an LLC is determined by the management structure of the LLC. If the LLC is manager-managed, the governor is a manager of the LLC. Any manager or member of an LLC is not obligated to make a contribution to the LLC or required to acquire transferable interest in the company.
Choose a Mailing Address for Future Correspondence
On the Certificate of Organization, you can list the principal address or the address of your registered agent as a mailing address for future correspondence. This is the address that they Idaho Secretary of State will send notices for annual reports.
Include an Organizer’s Signature
The Certificate of Organization is signed by the organizer of the LLC. The organizer of the LLC is the person or persons who deliver the Certificate of Organization to the Idaho Secretary of State. The organizer does not have to be a member of the LLC, but they can be.
How to File the Certificate of Organization
You can file your Certificate of Organization by mail, via fax, or in person. Currently there is not an option to file online in Idaho. The Idaho Secretary of State office requires that you file two identical copies of the Certificate of Organization. One is kept on file at the Secretary of State Office and the other is provided to you for your records. For more information on filing times, and fees, you can contact the Idaho Secretary of State at (208) 334-2301.
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
Money Order, Cash, Card
|450 N. 4th St.
Boise, ID 83720
Idaho Secretary of State Filing Fees
|Typed Form Filing Fee||$100|
|Hand-written Form Filing Fee||$120|
|Expedited Service Fee||$20|
Got the LLC Formation Blues?
Cheer up. You have options. Idaho Registered Agent LLC will complete and file your Certificate of Organization start to finish for a flat fee of $255. Not a bad deal, if you ask us.
Idaho LLC Formation
Frequently Asked Questions
Below, you will find a wide variety of questions relating to the launch, maintenance, and details of your Idaho LLC.
Can I be the only member of my LLC?
It is possible for you to be the sole member and operator of your LLC. However, your LLC can also include other members and managers. Additionally, there are management structure options to choose from including member-managed or manager-managed. It is a good idea to understand the different roles affiliated with these structures and outline the roles and responsibilities of each role in the operating agreement of your LLC.
Who are members of an LLC?
A member of an Idaho LLC is an individual or an entity who either formed the Idaho LLC or joins the LLC through agreement of the founding individuals. A person or entity may also become a member of an LLC through inclusion in the written operating agreement, as a result or a merger, or with the affirmative vote or consent of all current members of the LLC.
Who is a manager of an LLC?
A manager of an LLC is the individual defined in the operating agreement who performs the management functions of the LLC. These functions may include the general business operations or the financial operations of an LLC.
What is a manager-managed LLC?
A manager-managed LLC must have have an operating agreement that expressly states that the operations and functions of the LLC are overseen by a manager or group of managers. The operating agreement will also name the managers and explain the roles and responsibilities of managers, including how managers will make decisions regarding the LLC, and the voting process. Managers can be members of the LLC, but they do not have to be.
What is a member-managed LLC?
A member-managed LLC must also have an operating agreement that expressly states that the management of the LLC is vested in its members. The operating agreement will also provide information about the rules and responsibilities of the members, the member voting process, how members make decisions regarding the LLC, and how someone can become a member of the LLC.
What is an Employer Identification Number (EIN) and do I need one?
An EIN is a unique nine-digit number that is issued by the Internal Revenue Service (IRS) for federal tax purposes. Technically, no-you don’t need one. But if your business falls into any of the following categories, you must obtain an EIN:
- You have employees
- You file an employment, excise, or alcohol/tobacco/firearms tax return
- You withhold taxes on income (other than wages) paid to a non-resident alient
- You have a Koegh plan
- You’re involved with a trust, estate, real estate mortgage investment conduit, non-profit, farmer co-op or are a plan administrator
Do I need a business license for my Idaho LLC?
In Idaho, you do not need a generic business license to have an LLC. However, there are many businesses that do requires licensing and permits. For more information regarding what licenses your business may need and how to apply for them, visit the State of Idaho Business website.
What is an operating agreement?
An operating agreement is an agreement between all members of an LLC.
An operating agreement provides information about your LLC, including whether it is member-managed or manager-managed, the names and addresses of any members, the name of the LLC, how it was formed, the registered agent and the registered agent address, what happens if a member dies, how the LLC should be dissolved, buyouts, and how to add additional members.
Needless to say, it’s a very important document.
Do I need an operating agreement?
An operating agreement is not required by Idaho State Law and it is not filed with the Idaho Secretary of State, but it is arguable the most important element when it comes to maintaining your LLC. To be as straightforward as possible, it would be a very foolish decision to not have an operating agreement. If you don’t have an operating agreement, and your LLC ends up in litigation, the Court will rule according to the default Idaho LLC statutes. These rules and regulations may not be the best for your company. It’s always a good idea to be plan ahead and make sure that you are prepared for possible situations.
What is an Idaho Annual Report?
An annual report consists of information about your LLC provided to the Idaho Secretary of State via mail, fax, or through an online submission. To keep your LLC in good standing, you will need to file an annual report. Your annual report is due on the last day of the month that your LLC was filed effective in the previous year. You will receive a reminder card from the Idaho Secretary of State at the mailing address you provided on the Certificate of Organization. If you miss this date, you will receive a warning reminder card. You have 60 days to file your annual report from the date the warning card was issued or your LLC will be administratively dissolved.
How do I file an Idaho Annual Report?
Annual reports can be filed electronically, by mail, or via fax to the Idaho Secretary of State. Annual reports include the name and address of the registered agent, the name of at least one member or manager of the LLC, and the signature of an authorized representative of the LLC.
How will my Idaho LLC be taxed?
LLCs in Idaho are pass-through entities, which means that the profits are not taxed at the business level, but instead are “passed through” to the members of the LLC as personal income. This process avoids the double taxation that a traditional corporation is subject to. Members of an LLC must pay taxes on any personal income they accrue through the distribution of the LLC.
What’s the difference between an Idaho LLC and an Idaho Corporation?
The main difference between an Idaho LLC and an Idaho Corporation comes down to convenience. Both entities cost the same to form and require much of the same information. However, an Idaho corporation is required to have a board of directors, have shareholder meetings, and maintain books and records that an LLC is not required to. Corporation profit, unless classified as an S-corporation, is subject to double taxation: once at the corporate level and then again at the personal income level.
In general, LLCs are easier to manage and more flexible in their structure and the way that dividends are paid to the members.
That being said, corporations are the oldest and most prestigious legal entities. Incorporating definitely means business. For more information on how to form a corporation in Idaho, check out our Idaho Corporation Formation web-page.
Where can I read more about the Idaho LLC laws?
You can read more about Idaho LLC law in the Idaho Uniform Business Organizations Code.
Idaho LLC Formation Done Right.
Idaho Registered Agent LLC same-day LLC formation service includes:
1 Year of Registered Agent Service
Completed and Filed Certificate of Organization
A Custom Operating Agreement
Access to Your Client Portal
Annual Report Reminders
On-point Customer Care