A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
Here are the steps you need to take to form an LLC in Idaho. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
Under Idaho law, an LLC name must contain the phrase “Limited Liability Company,” “Limited Company,” or the abbreviation ”L.L.C.,” “L.C.,” or “LLC.”
Your LLC’s name must be recognizably different from the names of other business entities already on file with the Idaho Secretary of State. Names may be checked for availability by searching the Secretary of State business name database. You may reserve a name for up to four months by filing a Reservation of Legal Entity Name with the Secretary of State. You may file online or by postal mail. The filing fee is $20 ($40 for filings by mail).
Every Idaho LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be an individual who resides in Idaho, or a domestic or foreign business entity registered with the Idaho Secretary of State. The registered agent must have a physical street address in Idaho. A list of registered agents can be found online.
An Idaho LLC is created by filing a Certificate of Organization of Limited Liability Company with the Idaho Secretary of State. The Certificate must include:
You must also include the name and address of at least one "governor," which is a manager in a manager-managed LLC or a member in a member-managed LLC.
The articles may be filed online or by postal mail. The filing fee is $100 ($120 for filings by mail).
All of the paperwork and procedural steps to start a limited liability company in Idaho can be done online using Nolo's Idaho Online LLC Formation application.
An LLC operating agreement is not required in Idaho, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Many Idaho cities require some or all businesses to obtain a city business license. To find out if you need one, check with your local city clerk’s office. If your business is located outside city limits, check with your county clerk or recorder’s office. You must register your business with the Secretary of State before applying for a business license. To determine if your business needs an Idaho state-wide business or occupational license, check the State of Idaho Business Wizard.
State Tax Commission: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Idaho State Tax Commission (STC). You can register either either online or on paper (Form IBR-1). For more information on state LLC tax registration, see Nolo's article Idaho LLC Annual Filing Requirements.
All LLCs doing business in Idaho must file an annual report with the Secretary of State. The annual report is due by the end of the LLC's anniversary month. The Secretary of State sends email reminders one to two months before the report is due. The report must be filed online. There is no filing fee. For more information on Idaho LLC annual reports, see Nolo's article Idaho LLC Annual Filing Requirements.
To do business in Idaho, all LLCs organized outside of the state must register with the Idaho Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Idaho. To register, file a Foreign Registration Statement (Limited Liability Company). The form must be accompanied by a Certificate of Existence or Certificate of Goodstanding from the LLC's home state, dated within 90 days from the date of filing. The form may be filed online or by postal mail. The filing fee is $100 ($120 for filings by mail).