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Register an Idaho Foreign LLC

An Idaho Foreign LLC is a limited liability company that was formed in another state or jurisdiction but does business in Idaho. The process to register a foreign LLC in Idaho involves filing a Foreign Registration Statement with Idaho's Secretary of State and paying a $100 online filing fee. (Add $4 if paying by credit card. Add $20 if filing by mail.) While Idaho state statutes don't specifically define what counts as doing business, the Idaho State Tax Commission offers a list of activities that qualify, including owning or leasing Idaho property, hiring and paying employees, soliciting business in Idaho, or being a member of a partnership or S-corp with business in Idaho.

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How To Register a Foreign LLC in Idaho

To register your foreign LLC in Idaho, you’ll need to file an Idaho Foreign Registration Statement (called a Certificate of Authority in some states) with the Idaho Secretary of State. The process to register a foreign LLC in Idaho is called foreign qualification. Here are the steps you’ll need to take:

1. Appoint an Idaho registered agent

First, you’ll need to appoint a registered agent. Your Idaho registered agent will need to maintain a physical address in Idaho where they can receive service of process in person during normal business hours.

Can I be my own registered agent?

If you don’t live in Idaho, you can’t be your own registered agent there. You could appoint someone you trust who lives in Idaho, but most business owners hire a professional registered agent service when they expand their business out of state.

Why hire a professional registered agent?

Maybe you keep odd hours or aren’t always available to receive important mail in person. That’s where a professional registered agent comes in. Not only will they make sure your LLC’s important mail gets received, they can also allow you to use their name and address on most business registration documents, helping to keep your name and address off public records.

2. Obtain a Certificate of Existence

Before you can submit your Foreign Registration Statement, you’ll need to obtain a Certificate of Existence (called a Certificate of Good Standing in some states) from your home state or jurisdiction. This certificate must be dated no more than 90 days before you file your Foreign Registration Statement.

How do I get a Certificate of Existence?

You can request your Certificate of Existence from the state agency where you originally filed your LLC Articles of Organization (probably the Secretary of State’s office). Each state will have a different process for issuing certificates, but in most states you can request one online. You will probably need to pay a filing fee.

3. Complete the Idaho Foreign Registration Statement

When you’re ready to complete your foreign registration, you’ll need to complete the Idaho Foreign Registration Statement. Here is the information you will need to include:

  • Business name
  • Business name you will use in Idaho (if your business name is taken or not allowed)
  • Entity type
  • State or jurisdiction where you initially formed your LLC
  • Principal office address in Idaho
  • Principal office address in home state (if this information is required in your home state/jurisdiction)
  • Mailing address (if different from Idaho principal office address)
  • Idaho registered agent name and address
  • Name, address, and title of governor (a member or manager)
  • Signature of governor
  • Contact email and phone number (this does not go on the public record)

You will need to attach your Certificate of Existence/Good Standing to your filing.

Ready to get started? Register your foreign LLC in Idaho with Northwest.

How much does it cost to file the Idaho Foreign Registration Statement?

The filing fee for the Idaho Foreign Registration Statement is $100, plus a $20 manual processing fee if you file by mail or in person. If you pay by credit card, there’s a $4 fee. You also have the option to pay an extra $40 for expedited processing, or an extra $100 for same-day processing.

How do I file my Idaho Foreign Registration Statement?

You can file your Foreign Registration Statement online, by mail, or in person.

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

Online:
Idaho Secretary of State

Do foreign LLCs need to file Idaho Articles of Organization?

No, foreign LLCs do not need to file Idaho Articles of Organization. Your foreign LLC will still be considered domestic to the state or jurisdiction where it was originally formed and simply needs to register with the Idaho Secretary of State by filing the Foreign Registration Statement.

4. Receive your Verification of Registration

Once the Idaho Secretary of State’s office approves your filing, they’ll mail you a stamped copy of your Foreign Registration Statement, proving that you are registered to do business in Idaho.

How long will it take Idaho to approve the Foreign Registration Statement?

Online filings are processed in about 7 to 10 business days. Mailed filings can take up to three weeks. Idaho does offer expedited options for both mail and online filings: 1-day processing for an extra $40 or same-day processing for an extra $100. Remember, even if you choose to expedite the process by mail, you’ll still be beholden to postal delivery schedules, whereas if you file online, you’ll receive verification much quicker.

Idaho FAQ

Idaho Foreign LLC Registration FAQ

How do I amend a foreign LLC in Idaho?

To amend your foreign LLC in Idaho, simply file an Amendment of Foreign Registration Statement with the Idaho Secretary of State and pay a $30 filing fee ($50 by mail or in person). There are several reasons you might need to amend your Foreign Registration Statement, including changing your business name, entity type, or principal office address.

What constitutes doing business in Idaho?

Like in most states, Idaho’s laws don’t make it crystal clear what activities count as doing business. ID Code § 30-21-505 lists the activities that DON’T count as doing business, but there’s no complete list of the activities that DO count.

However, if your business owns or leases property, has employees, sells goods or provides a service that generates income within the state of Idaho, you would probably qualify as doing business in Idaho, which means you’d have to register as a foreign LLC with the state. If you’re not sure whether your business counts, we recommend contacting a CPA or business attorney to make sure you’re legally compliant.

Read more about what counts as doing business in another state.

Do I have to file an Idaho annual report for my foreign LLC?

Yes. Foreign LLCs need to file an Idaho annual report each year, just like domestic Idaho LLCs. The due date for the annual report is the last day of your LLC’s anniversary month. For example, if your LLC was formed on January 9th, the annual report would be due by January 31st the following year.

If you want to file your annual report using the paper form, you must do so in person at the Idaho Secretary of State’s office. Otherwise, you can create an account through Idaho SOSbiz and file online. There is no mail-in option. Filing your annual report is free in Idaho, although if you file in person you’ll need to pay the $20 manual processing fee.

How are foreign LLCs in Idaho taxed?

Foreign Idaho LLCs need to pay Idaho taxes. By default, LLCs are taxed as pass-through entities, meaning the business revenue passes through the business to the LLC members, who report the revenue as income on their individual taxes. However, an LLC can also register with the IRS to be classified as an S-corp or a C-corp.

Learn more about S-Corp Vs LLC tax designation.

How do I withdraw my foreign LLC in Idaho?

If you want to withdraw your foreign LLC, you just need to submit a Withdrawal of Foreign Registration form to the Idaho Secretary of State and pay a $20 filing fee ($40 by mail or in person).

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