If you'd like to start your own business, consider creating a limited liability company (LLC). An LLC is a popular business structure among small business owners due to its many advantages. Like a corporation, it provides owners with limited liability protection from business debts. An LLC is also relatively easy to form and manage, allows for a flexible management structure, and offers great tax benefits.
Follow these steps to create an LLC in Idaho. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
The first step to forming your LLC is choosing a name for your business. Idaho, like other states, has rules you must follow about LLC names.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any businesses on file with the Idaho Secretary of State (SOS). You can use the SOS's business search to see whether your proposed business name is available. (Idaho Code § 30-21-301 (2024).)
LLC name must include an entity designator. Under Idaho law, your LLC name must contain the words "limited liability company" or "limited company" or the abbreviation "LLC," "L.L.C.," "L.C.," or "L.C." In addition, the words "limited" and "company" can be abbreviated to "Ltd." and "Co.," respectively. (Idaho Code § 30-21-302 (2024).)
Name reservation. You can reserve an available business name for 120 days by filing an Application for Reservation of Legal Entity Name with the SOS. You can file the reservation online through the SOSbiz online filing system (SOSBiz) or by mail. As of 2024, the filing fee to reserve a name is $20. There's an additional $20 fee for paper filings. (Idaho Code § 30-21-303 (2024).)
Using an assumed business name. You can use a name for your LLC that's different from your LLC's true name listed in its certificate of organization (called "articles of organization" in other states). This alternative name is sometimes called an "assumed business name," "DBA" (short for doing business as), "trade name," or "fictitious business name." If you use an assumed business name, you must register it by filing a Certificate of Assumed Business Name with the SOS. You can file this form online via SOSBiz. (Idaho Code §§ 30-21-801 and following (2024).)
Every Idaho LLC must have an agent for service of process (called a "registered agent") in the the state. A "registered agent" is a person or business that agrees to accept legal papers on a company's behalf and forward the documents to the represented entity.
In Idaho, an LLC must appoint a registered agent that's either:
Your registered agent must have a physical street address in Idaho. You, as an individual, or another LLC member or manager can serve as your LLC's registered agent.
(Idaho Code §§ 30-21-401 and following (2024).)
You can create an Idaho LLC by filing a Certificate of Organization with the SOS. The certificate must include:
(Idaho Code § 30-25-201 (2024).)
You can file your certificate online using SOSBiz. You can alternatively mail a physical copy of the certificate to the SOS.
As of 2024, the filing fee for an Idaho Certificate of Organization is $100 if filed online and $120 if filed by mail.
In Idaho, like in most states, LLCs aren't required to adopt an operating agreement. While an agreement isn't legally required, it's crucial to create this organizational document for your company. An operating agreement—like bylaws for a corporation—will establish the rules and procedures for how your LLC will operate, including your LLC's management structure.
This operating agreement should generally cover:
(Idaho Code § 30-25-105 (2024).)
Adopting an operating agreement for your LLC has many important advantages. It allows the LLC members to create their own rules for their company. Without an agreement in place, the state's default rules under the Revised Uniform LLC Act will govern the LLC's operations.
In addition, an operating agreement can help preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. Moreover, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.
You don't need to file your operating agreement with the state but you should put it in writing.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses. Depending on your business activities and location, your LLC could need to obtain local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, you can use Idaho's Business Wizard. After you answer some questions about your business, the Business Wizard will create a personalized checklist for you, which will include information about relevant licenses and permits. For further guidance on regulatory requirements for your business, read how to get a small business license in Idaho.
Idaho State Tax Commission. In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the Idaho State Tax Commission (STC). You can register your LLC for multiple types of tax accounts and permits using the Idaho Business Registration System (IBRS). For more information on Idaho LLC tax registration, check out our article on LLC annual report and tax filing requirements in Idaho.
Here are some other questions you might have about your Idaho LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2024) you might need to pay to form your LLC in Idaho:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
Yes. All LLCs doing business in Idaho must file an annual report with the SOS each year. You must file your report by the last day of your LLC's anniversary month. For example, if you formed your LLC on September 18, you must file your report every year by September 30.
You must file your report online through SOSBiz. As of 2024, there's no fee to submit the report.
(Idaho Code § 30-21-213 (2024).)
Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
You're not required to have an operating agreement in Idaho. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.
Idaho, like many states, doesn't issue a general business license at the state level. But, depending on your industry, you might need to apply at the state level for a license specific to your business activities. Your local government might also have requirements and restrictions related to all or certain types of businesses.
In addition, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits.
For licenses connected to your trade, check out the state's Division of Occupational and Professional Licenses. Your profession or occupation's regulatory board might have its own website. You can use the Idaho Business Wizard to get information about permits and licenses specific to your industry and business activities.
You can also find extensive details about state and local regulatory requirements in our Idaho business license article.
Your LLC will likely be responsible for paying some type of business tax. In general, LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, in this case, you'll report and pay taxes on your share of the LLC's income on your personal tax return.
However, in Idaho, if your LLC is taxed as a partnership, it can elect to pay the affected business entity (ABE) tax. With this election, your LLC will pay income tax at the corporate rate. Then LLC members will receive a credit on their personal income tax for their portion of income tax that the LLC already paid. This type of tax is comparable to a pass-through entity tax election used in other states.
In addition to income tax, your LLC might be responsible for reporting and paying sales tax, withholding employee wages, and paying unemployment insurance (UI) tax. You'll register to withhold and pay wages and to report and pay sales tax through the STC. You'll need to register to pay the UI tax to the Idaho Department of Labor. You can register your LLC to pay taxes across departments using the IBRS.
See our article on Idaho tax filing requirements for more details.
Yes. To do business in Idaho, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOS. Your foreign LLC must appoint a registered agent for service of process that's physically located in Idaho.
To register, file a Foreign Registration Statement (Limited Liability Company) with the SOS. You must attach a certificate of existence or good standing from your home state that's dated within 90 days from the date of filing.
You can file the statement online via SOSBiz or by mail. As of 2024, the fee to register your foreign LLC in Idaho is $100 (or $120 for filings by mail).
Before filing, make sure your LLC's name is available in Idaho by searching through the SOS's business search. If your name isn't available, you must adopt an alternate name for your LLC to use in Idaho.
(Idaho Code §§ 30-21-501 and following (2024).)
See our guide to qualifying to do business outside your state for more information.
Yes. For most formation purposes, an Idaho single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Idaho are generally the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Yes. If you provide a qualified licensed professional service in Idaho and want limited liability protection, you can form a professional LLC (PLLC). Idaho provides a complete list of the 18 professions that can form a professional entity. (You can find the list on the certificate of organization form.)
So if your profession qualifies and you'd like to create a PLLC, then you must file a Certificate of Organization Professional Limited Liability Company with the SOS. You must list the professional services your PLLC will provide.
(Idaho Code § 30-21-901 (2024).)
When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Idaho, you should:
(Idaho Code §§ 30-25-701 and following (2024).)
You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.
Ready to start your LLC?
Frequently asked questions about starting and running an LLC, or limited liability company.
LLC owners report business income and losses on their personal tax returns. Learn how to make the most of your LLCs tax flexibility.
Take our business formation quiz to find out what the best form of business ownership is for you.
Read about why you need an operating agreement and what to include in one.
LLCs offer their owners liability protection, but if you aren't careful an LLC's owners, members, or shareholders may be on the hook personally for business debt.
Appointing a registered agent is a simple - but essential - step for every business. Learn more about what a registered agent does.
Get all of the information you need to start and run a small business.
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