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How to Start an LLC in Idaho

A limited liability company (LLC) is a business entity with liability protection and, by default, pass-through taxation. LLCs also offer a flexible management structure. To form an LLC in Idaho, you must file the Certificate of Organization with the Secretary of State and pay the $100 filing fee. Before you can do that, you need to decide on a name for your business and designate a registered agent. It usually takes between 7-10 days to start your LLC in Idaho, although you can pay extra to have your LLC filed within one day. We’ll explain the step-by-step process for establishing your LLC.

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1. Name Your LLC

Before you can file your formation documents, you need to choose a unique name for your LLC. Idaho Statute § 30-21-301 contains the rules for naming an LLC. Basically, your LLC name must:

  • Include either the words “limited liability company,” or an abbreviation like “L.L.C.” or “LLC.”
  • Be unique among registered businesses in Idaho.
  • Not use any words or abbreviations that suggest it’s a different entity type or government agency (for example: “Inc.” or “State Department.”)

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Idaho?

Yes. Idaho allows you to reserve your business name for four months by submitting an Application for Reservation of Legal Entity Name and paying the $20 filing fee.

What’s the difference between my LLC’s name and an assumed business name?

Your LLC’s legal name is the one you list on the Certificate of Organization.

An assumed business name, also called a doing business as name (DBA) or a fictitious business name (FBN), is any name besides your LLC’s legal name that your LLC does business under. To use an assumed business name in Idaho, you must first file a Certificate of Assumed Business Name and pay a $25 filing fee.

Find out more about How to get a DBA Name for Your Business.

2. Designate a Registered Agent

The next step is to choose an Idaho registered agent. A registered agent is a person or entity that is authorized to accept lawsuits and other important legal mail on behalf of a business. Your registered agent could be you, another Idaho resident, or a registered agent company. All Idaho LLCs are required to have a registered agent. You’ll list your registered agent’s name and address on your Certificate of Organization.

Learn why the pros use a registered agent service.

What does a registered agent do?

By law, every Idaho LLC needs an Idaho registered agent. That registered agent must:

  • Have a physical address in Idaho (not a P.O. Box or a UPS store).
  • Be available at that address during normal business hours.
  • Accept service of process on behalf of your business and forward it to you promptly.

Can you be your own registered agent in Idaho?

Yes. However, you will then have to list your name and address on the public record. And you’ll have to be present at your address during normal business hours to accept legal documents in person. If you’re willing to do that, you can act as your own registered agent in Idaho.

Can I change my registered agent after I start an LLC?

Yes. You can change your registered agent in Idaho anytime by filing a Statement of Change of Registered Agent to the Idaho Secretary of State’s office. Filing is free if you file electronically or $20 if you file manually.

3. Submit LLC Certificate of Organization

Once you’ve settled on the perfect name and appointed your registered agent, you’re ready to file the Certificate of Organization with the Idaho Secretary of State. You can file this document online, by mail, or in person. Keep in mind that Idaho charges a $20 manual processing fee for any forms that are not filed electronically.

Note: All of the information on the Certificate of Organization will be on the public record.

Here’s the information you’ll need to include about your LLC:

  • Business Name: Must include an LLC designator.
  • Principle Office: Has to be a physical street address.
  • Registered Agent: Whoever will accept legal mail in person on behalf of your LLC.
  • Registered Office: Must be a physical address in Idaho.
  • LLC Governor: A fancy term for someone in your LLC who has decision-making power—either a member or a manager.
  • Mailing Address: Can be a P.O. Box.
  • Organizer: The person who signs and submits the Certificate of Organization.
  • Contact phone number and email address: How the Secretary of State’s office will reach you if there’s a problem with your filing. This doesn’t have to be the contact information of anyone in your LLC.

Ready to start your Oregon LLC Articles of Organization? File for free with Northwest.

How can I keep my personal information off the public record?

The Certificate of Organization is a public document, which means that anyone can look up the names, addresses, and phone numbers you include. If you list your personal information, you’ll likely end up inundated with spam e-mails, calls from telemarketers, and junk mail.

The best way to protect your personal information is to find a registered agent who will allow you to list their business address as your own on public documents—like us.

What’s the difference between a member-managed and manager-managed LLC?

In a member-managed LLC, all of the LLC’s members (owners) handle the daily operations of the LLC. In a manager-managed LLC, members choose a manager or managers to run the business. Whoever manages your LLC will have the authority to enter contracts, hire and fire employees, and open bank accounts, along with other powers.

For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.

How do I file the Idaho Certificate of Organization?

You can file your Certificate of Organization online, by mail, or in person.

Mail and in person:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080

Online:
Idaho Secretary of State website

4. Write an LLC Operating Agreement

An operating agreement lays out the rules that everyone in your LLC will follow. It covers how much each member invested, how you will distribute profits and losses, how voting will work, and even what you will do if your business falls apart.

Check out our attorney-drafted Idaho LLC Operating Agreement.

Does Idaho require an LLC to have an operating agreement?

No. Idaho LLCs aren’t required to have a written operating agreement. According to ID Statute § 30-25-102, an operating agreement could be written, oral, or implied.

Even though it’s not legally required, your operating agreement is a vital document that can help you settle disputes between members and protect your limited liability status, so it’s essential that you get it down in writing.

Operating agreements are internal documents that don’t need to be filed with the state. If you don’t have an operating agreement, your LLC will be governed by Idaho’s default LLC statutes.

What should be included in an operating agreement?

A strong operating agreement will plan for all the big-picture scenarios your LLC is likely to face—from transferring membership interest to dissolving the business. You can include pretty much anything in your operating agreement as long as it doesn’t violate Idaho law. Here are a few important topics operating agreements cover:

  • initial investments
  • profits, losses, and distributions
  • voting rights, decision-making powers, and management
  • transfer of membership interest
  • dissolution

Does a single-member LLC need an operating agreement?

Yes. Single-member LLCs need operating agreements to open a business bank account and to reinforce limited liability status in case of a lawsuit.

5. Get an EIN

An EIN (employer identification number) is basically your company’s social security number. You’ll put your EIN on tax filings so that the IRS can identify your business. You can apply for an EIN from the IRS for free, either online or by mail. The fastest way to get an EIN is to apply on the IRS website. However, if you do not have a social security number, you’ll need to mail in a paper form.

Learn How to get an EIN for your LLC.

Do I need an EIN for my Idaho LLC?

Yes. While technically an LLC is only required to have an EIN if it has employees or is being taxed as a corporation, your LLC will almost certainly need an EIN to open a business bank account. Plus, having an EIN protects you from having to give out your social security number to vendors and other people you don’t know.

What To Do After Forming Your Idaho LLC

6. Open a Bank Account

It’s important to set up a business bank account once you’ve formed your LLC. Why? LLCs have limited liability protection, which means the state considers them to be separate legal entities (with separate liability) from the people who own them. But the only way to maintain that limited liability is by keeping personal and business finances separate.

To open a business bank account in Idaho, here’s what you need to take to the bank:

  • Idaho LLC Certificate of Organization (a copy is fine)
  • the LLC’s operating agreement
  • the LLC’s EIN
  • an LLC Resolution to Open a Bank Account (unless it is a single-member LLC).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

7. Fund the LLC

Once you’ve formed your LLC and opened a bank account, it’s time to fund it! Each LLC member should make an initial investment to stake their membership claim. In most cases, members make their investment by writing a check to the LLC bank account, but members can also invest by contributing property or services to the LLC. Keep in mind that contributions in the form of property or services often result in tax events.

What is LLC membership interest?

Membership interest is the percentage of the LLC that each member owns.

Typically, membership interest is determined by how much each member invests. For example, if one member invests $6,000 into an LLC and the other four members each invest $1,000, the first member will own 60% of the LLC and the other four members will own 10% each. Membership interest is usually directly related to voting power.

8. File State Reports & Taxes

Idaho LLCs are required to file a state report every year. This annual report basically ensures that your business information is up to date and the state knows who to contact if they need to get in touch with you. Idaho’s annual report is free to file.

Don’t want to worry about your annual report? We can file it for you.

When is the Idaho Annual Report due?

Your annual report is due during the anniversary month of when your business was formed. For example, if you formed your LLC on March 12th, your annual report would be due by March 31st the following year.

How are Idaho LLCs taxed?

Idaho LLCs are subject to pass-through taxation by default. This means the LLC’s profits “pass-through” the business and are distributed to the owners (members), who then report the profits as earnings on their individual tax returns. An Idaho LLC’s profits are taxed at the federal self-employment tax rate (15.3%). LLCs can file with the IRS to be taxed as an S-corp or a C-corp.

Learn more about S-Corp Vs LLC tax designation.

Ready to Start an LLC in Idaho?