How to Form an LLC in Idaho
To form an LLC in Idaho, here's everything you need to know.
1. Choose a Name for Your 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. The filing fee is $20.
2. File Articles of Organization
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 the LLC's name and address and the name and address of the LLC’s registered agent. The filing fee is $100. The articles must be filed by mail.
3. Appoint a Registered Agent
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.
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.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Idaho, but is highly advisable. 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.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
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: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
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 LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All LLCs doing business in Idaho must file an annual report with the Secretary of State. The Secretary of State will send the LLC a postcard stating when the annual report is due. The report must be filed online. There is no filing fee.
8. Foreign LLCs Doing Business in Idaho
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. The filing fee is $100. The form must be filed by mail.