Start an LLC in Idaho
To start an LLC in Idaho, you’ll need to choose an Idaho registered agent, file business formation paperwork with the Idaho Secretary of State, and pay a $100 state filing fee. You can use our tool below to fill out the Official Idaho LLC Certificate of Organization, and even download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your certificate of organization, LLC operating agreement, LLC membership certificates, IRS filings, and ongoing annual filings to maintain your Idaho LLC. You can use our free system to file direct with the state yourself or opt to have us help you out along the way.
How to Start an LLC in Idaho
A limited liability company (LLC) is a business entity with liability protection and pass-through taxation by default. LLCs also offer a flexible management structure.
We’ll explain the step-by-step process for establishing your LLC.
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 Idaho 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.
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
Idaho Secretary of State website
Start Your Idaho LLC Today!Get Started
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
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 a single-member LLC with no employees is not technically required to have an EIN if it isn’t taxed like a corporation, you’ll still need one—especially if you want to open a business bank account. You’ll also help protect your personal identity by getting an EIN and using it for your business needs, rather than giving out your social security number and risking its exposure.
6. File a Beneficial Ownership Information Report
Starting January 1, 2024, most Idaho LLCs will need to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). LLCs formed in 2024 have 90 days after registering with the state to file this report. LLCs formed before 2024 have until January 1st, 2025 to file. Starting in 2025, new LLCs will need to file the BOI Report within 30 days of formation. On the BOI Report, you’ll need to provide identifying information about your company applicant and all beneficial owners, as well as some information about the LLC itself.
A Beneficial Owner is anyone with at least 25% membership interest in your LLC, or with substantial control over its finances or operations.
Your Company Applicant is the person who filed your Idaho LLC Certificate of Organization with the Idaho Secretary of State, aka your LLC organizer.
What information is required on the BOI report?
You’ll need to provide the full legal name, birth date, address, and government-issued ID for each beneficial owner and your company applicant.
Note: LLCs formed before 2024 aren’t required to give company applicant information.
You’ll also need to include your legal business name, any DBAs/fictitious business names, physical business address, and EIN (or Social Security Number if your LLC doesn’t have an EIN).
How do I file the BOI Report?
Starting in 2024, you can file this report online using the Beneficial Ownership Secure System (BOSS). There’s no fee to file the BOI Report.
Will I need to update the BOI Report?
Yes. If any information on your BOI Report changes, you’ll need to file an updated report through BOSS within 30 days. This is also true if you find out there was an inaccuracy in your original report. Filing an updated BOI Report is free.
Does information on the BOI Report go on the public record?
No. Unlike your Idaho Certificate of Organization, the BOI Report doesn’t go on the public record. The information on your BOI Report will only be accessible to government agencies, local, state, and Tribal law enforcement, and financial institutions for the purpose of verifying customer identity.
Are there any exemptions from the BOI Report?
Yes, there are 23 types of exemption from the BOI Report, including (but not limited to):
- Large operating companies
- Most financial companies, such as banks and credit unions
- Investment companies registered with the Securities and Exchange Commission (SEC)
- Insurance companies registered with a state or federal agency
- Public utilities companies registered with a state or federal agency
- Tax-exempt entities
7. 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.
8. 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.
9. 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 Idaho 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.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.