Idaho LLC Basics & Helpful Information
General Overview of the Idaho LLC
This article is meant to be a general overview of the Idaho LLC formation process and other basic issues related to LLCs.
Initial Filing Fees
Idaho Filing Fees
The Idaho filing fee for the Certificate of Organization (to create an Idaho LLC) is $100.00 ($120 if not typed). Add another $20.00 to expedite the Certificate of Organization filing for a quicker turnaround.
Filing Time Frame
Idaho Filing Time
LLC filings are processed on a daily basis. Expect to receive a copy of the filing by return mail in a week to ten days. The expedited processing fee of $20.00 reduces the turnaround time to approximately 8 working hours.
Annual Compliance & Fees
Idaho Annual Compliance Requirements
Idaho LLCs are required to file an annual report. The annual report can be completed online, or completed and mailed, faxed, or hand delivered. There is no fee to file unless handwritten. Expect to receive a postcard via mail reminding you of the due date for the annual report.
Form an LLC in Idaho
You can use this checklist to help guide you through the process of forming an Idaho LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Idaho is naming your business. You’ll need to check with the Idaho Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Idaho Business Entity Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Idaho will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or “limited company” or the abbreviations “L.L.C”, “L.C.”, or “LLC”. The LLC’s name should be distinguishable from other business entities transacting business in Idaho.
Idaho Trade Names
A trade or “assumed business” name is similar to a “doing business as” (DBA) name. Although an “assumed business name” (ABN) is not legally required, it is a wise business practice. ABN filings are processed on a daily basis, and the LLC will receive it by mail in a week to ten days after registering it. An ABN filing remains in effect until cancelled by the owner. The fee to file the Idaho Certificate of Assumed Business Name is $25.00 and you can download the Assumed Business Name form online. Idaho assumed business names are only applicable in Idaho and are not substitutes for a national trademark search.See more info on Idaho Assumed Business Names →
Step 2: Register your LLC with the State
Idaho Certificate of Organization
Your Idaho LLC is formed by signing and filing the Certificate of Organization with the Idaho Secretary of State. The Certificate of Organization may only be mailed, faxed, or delivered. The Idaho Secretary of State staff will examine the Certificate for statutory compliance and will either approve the Certificate for filing or reject the Certificate with instructions on how to resubmit the document.
The Certificate of Organization must include at a minimum:
- Name and complete street and mailing addresses of the principal office
- Registered Agent’s name and street address
- Name and address of at least one governor (a member or manager) of the LLC
- Mailing address for future correspondence (annual report notices)
- Organizer’s Name(s) and Signature(s)
Idaho Registered Agent Information
Idaho requires that the LLC have a registered agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own registered agent, but the LLC can appoint one of its members as the registered agent. The registered agent may be an individual who is a resident of Idaho, or a business entity registered with the Secretary of State’s office. Assumed Business Name filings cannot be registered agents. The person or business entity must be located in Idaho at a physical address. Post office boxes and commercial personal mail boxes are not accepted.Read more about Registered Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Idaho, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you form an LLC in Idaho, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Idaho Licensing and Permitting →
Registering a Foreign LLC in Idaho
If you have a non-Idaho LLC (aka Foreign LLC) and you are doing business in Idaho, you may need to register the Foreign LLC in Idaho. Each state has a different definition of “doing business”. In Idaho, the kinds of activities that would not constitute “doing business” are outlined in the Idaho Code, Section 30-21-505.
The filing fee for the Foreign Registration Statement in Idaho is $100 typed and $120 if not typed.See more about registering a foreign LLC in Idaho →