How to File an Idaho LLC or Corporation Amendment

Owning and running an Idaho business is so much more than just formation. Staying state compliant is just as important and will affect your business’s growth. There may come a time when you need to update information contained in the founding document for your Idaho limited liability company (LLC). Referred to as Articles of Organization in other states, Idaho refers to its LLC formation document as a Certificate of Organization, but both serve the same function. For corporations, the formation document is the Articles of Incorporation.

Your Certificate of Organization or Articles of Incorporation contains important information, such as ownership and where to send correspondence. If this information changes, you must file an amendment to your formation documents to update it. Let’s walk through how to file a Certificate of Amendment or Articles of Amendment with the state of Idaho, why you need to do so, and how we can make the process easier.

Amending an Idaho LLC Certificate of Organization

If you need to make changes to an Idaho LLC, we’ll show you how in this section. But if you need to make changes to a corporation, please keep scrolling to the section titled “Amending an Idaho Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Organization

The Idaho Certificate of Organization is the document you file with the Idaho Secretary of State to create an LLC; an LLC doesn’t even exist until this form is filed. It includes the following basic information about the LLC:

• LLC name
• Street and mailing address of the LLC’s principal office
• Registered agent contact information
• Name and address of at least one LLC governor
• Mailing address for future correspondence

Generally speaking, if you need to make changes to any of this information, then you’ll need to amend your formation documents. However, there are two exceptions:

• If you want to change your registered agent and/or registered office, you’ll need to file a Statement of Change of Registered Agent, Registered Office, or Both form either online via the Idaho SOSbiz system or by mail. There’s no filing fee if you file online, but paper forms have a $20 fee.
• If you’re only changing your LLC’s mailing address, you can file a Statement of Change of Business Mailing Address form via Idaho SOSbiz or by mail.

Step 2: Identify and gather the information that you need to amend

Idaho LLCs use the Certificate of Amendment to make changes to their founding documents. But before you start on the paperwork, it’s helpful to gather the information you’ll need to make your desired changes. The Certificate of Amendment requires a variety of information, such as:

• Your business name
• The date you originally filed your Articles of Organization
• Street and mailing address for the principal office address
• Mailing address for future notices
• Names and addresses of any members or managers you’re adding or removing
• Name and signature of an authorized person

Having all of this information on hand will help to streamline your filing process.

Why should I update my Certificate of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Idaho, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

There are consequences for not updating your LLC’s Certificate of Organization. If the certificate isn’t current, the Secretary of State won’t issue you an Idaho Certificate of Good Standing (CGS), also known as a Certificate of Existence. This document is proof that your business exists and has the authority to conduct business within the state. It also signifies that you’re compliant with Idaho law. Not being able to get a CGS may limit your LLC’s growth potential, as it’s necessary for some business transactions. For example, many banks and financial institutions require a CGS to open a business bank account. 

Step 3: File your amendment with the Idaho Secretary of State

Now you should be ready to file your paperwork. Idaho allows you to file your amendment online, by mail, or in person. If you’re filing online, you’ll need to log into the state’s web portal, Idaho SOSbiz. If you’re filing by mail or in person, you’ll need to download the “Amendment to Certificate of Organization Limited Liability Company” form and fill it out with the information you gathered in Step 2. Then, you’ll need to submit it by mail or drop it off in person at the Secretary of State’s office.

At the time of this writing, there’s a $30 filing for online filings and $50 for paper forms (Idaho charges an extra $20 for all paper forms). Once your form is processed, your amendment will go into effect.

Amending an Idaho Corporation Articles of Incorporation

Need to make changes to an Idaho corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Idaho, the Articles of Incorporation is the form you’ll use to formally create your corporation; technically, your company won’t even exist until this form is filed. The Articles of Incorporation asks for a variety of information about your business, including:

• Name of the corporation
• Number of shares the corporation is allowed to issue
• Name and address of the registered agent
• Name and address of the incorporator
• Mailing address of the corporation
• Additional provisions you wish to include (such as the names and addresses of the directors)
• Name and signature of at least one incorporator
• Contact information for questions about the form

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. If you want to change your registered agent and/or registered office, you’ll need to file a Statement of Change of Registered Agent, Registered Office, or Both form either online via the Idaho SOSbiz system or by mail. There’s no filing fee if you file online, but paper forms have a $20 fee.

Step 2: Identify and gather the information you need to amend

Idaho corporations file the Articles of Amendment to make changes to their corporation’s founding documents. But before you start the paperwork process, it’s helpful to gather the information you need to make your desired changes. The Articles of Amendment asks for a variety of information, such as:

• The corporation’s name
• The text of the intended amendment
• The date the amendment was adopted
• How the amendment was approved
• Name and signature of an authorized individual
• Contact information for questions about the form

Having this information on hand can help streamline your filing process.

Step 3: File your amendment with the Idaho Secretary of State

Now, it’s time to file the paperwork. In Idaho, you can file this form online, by mail, or by dropping the form off in person. If you file online, you’ll need to log into the state’s portal, Idaho SOSbiz. If you’d rather file a paper form, then you’ll need to download the “Articles of Amendment” form. Either way, you’ll fill out this form with the information you gathered in Step 2.

At the time of this writing, there’s a $30 filing fee for online forms and a $50 fee for paper ones. Once your form is processed, your amendment will go into effect.

Amendment vs. Restatement of Certificate of Organization or Articles of Incorporation

Depending on how much information you need to change, you can either amend or restate your LLC’s Certificate of Organization or your corporation’s Articles of Incorporation. An amendment is an update or addition to the original certificate. A restatement, on the other hand, essentially creates a brand new Certificate of Organization or Articles of Incorporation.

For LLCs, the Secretary provides a Restatement of Certificate of Organization form and allows for filing online, in person, or by mail. Look to the form itself for the current filing fee amount. Idaho doesn’t provide a form for restating the Articles of Incorporation, but you can do so online via the Idaho SOSbiz system.

Amendment vs. Statement of Correction

If any information in the Certificate of Organization or Articles of Incorporation is incorrect or the document was defectively signed, you must make the appropriate corrections. While the Secretary doesn’t provide a form, by law, a statement of correction must include the information listed below and be filed with the Secretary of State: 

• Identify the record on file that needs to be corrected
• Specify the inaccuracy or defect to be corrected
• Correct the inaccuracy or defect

The person correcting the record must sign the statement of correction. 

We can help keep your Idaho business compliant

By now, we hope you have a better understanding of how an Idaho LLC amendment or corporation amendment works. If not, contact us. We have the expertise and support available for you. Between our Idaho amendment filing service and Worry-Free Compliance service, we can help you with the filings and compliance requirements that come along with making changes to your business.