Do you want to start your dream business as an LLC? Idaho is a fast-growing, business-friendly state with low taxes and reliable infrastructure, so the Gem State may be the place to do it. But how do you form an Idaho LLC?
A limited liability company (LLC) is a business entity type that allows its owners (called “members” in an LLC) to have the personal limited liability protection of a corporation with the tax benefits and flexibility of a partnership or sole proprietorship.
LLCs avoid the “double taxation” of a typical corporation, in which profits are taxed both at the business level and again on the personal level. An LLC is also a more simple business structure that bypasses many of the structural and reporting requirements of a corporation while protecting the personal assets of the owners in the event the business is sued or goes into debt.
But even though setting up an LLC in Idaho has fewer administrative hurdles than a corporation, Idaho LLC registration still requires some patience and paperwork. If you’ve never started a business before, it can feel like white water rafting the Middle Fork of Salmon River without a paddle.
Enter ZenBusiness. In this article, we’ll show you how to start an LLC in Idaho. We’ll also show you how our business services can cut through the red tape for you so you can get to running the enjoyable parts of your business ASAP.
One note before we start: This guide is only for standard, domestic (in-state) LLCs. If you want to start a foreign (out-of-state) LLC, an Idaho professional limited liability company (PLLC), or some other business entity, you may need to follow different steps that aren’t covered here. But if you’re ready to form a domestic LLC in Idaho, read on.
To form an LLC in Idaho, you first need to choose a name for your business and appoint a registered agent. Then you must file your Certificate of Organization with the Idaho Secretary of State. This creates a public record of your company and allows the state to regulate and communicate with your business on important matters.
You have more basic steps to take even after your LLC becomes official. These include creating an Idaho LLC operating agreement, obtaining any necessary licenses and permits, and setting up your business to file taxes at the federal, state, and local levels.
Okay, here’s how to form an LLC in Idaho:
To form an LLC in Idaho, you must file your Certificate of Organization with the Idaho Secretary of State. This creates a public record of your company and allows the state to regulate and communicate with your business on important matters.
Before you file the associated paperwork for starting an LLC in Idaho, you need to make some critical decisions. After filing the Certificate of Organization, there are additional steps you’ll need to take. This includes creating an Idaho LLC operating agreement, obtaining any necessary professional licenses, and setting up your business to file taxes at the federal, state, and local levels.
We’ve put together a step-by-step guide to simplify the process of forming an LLC in Idaho.
Choose a name for your Idaho LLC. Your initial consideration when choosing a name for your Idaho LLC is to make it unique from all other businesses in the state. Use our Idaho Business Entity Search page to learn how to do a name check to verify the business name you want is available and not already in use.
The Idaho Secretary of State office advises you to contact them directly to see if the name you want is available before you file your Certificate of Formation. Their Idaho LLC search engine isn’t perfect.
To comply with state naming requirements, an Idaho LLC’s name must end with a “designator” indicating its business type. You can choose from the words “Limited Liability Company” or “Limited Company” or the abbreviations “LC,” “L.C.,” “LLC,” or “L.L.C.” “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”
In addition to the above, your LLC can’t contain language stating or implying that it’s a government agency. You also can’t state or imply that your company is organized for a purpose that isn’t legal.
Even if the Idaho Secretary of State approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly check to see if your business name is free of trademarks can be difficult because there’s no central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.
You can take some measures yourself, like searching the trademark database on the United States Patent and Trademark Office website. This can help you determine if someone’s already claimed a federal trademark on the name you want.
State trademarks are applicable only within the borders of a state. The Idaho Secretary of State website has a trademark search engine where you can see if anyone has a state trademark on your desired LLC name. If you want, you can also apply for your own state trademark on the site.
In addition to checking these databases, it’s wise to do an internet search for your business name, including checking domain names, social media sites, and even phone directories.
When coming up with a business name, it’s wise to consider securing a matching domain name for your future website. We have a tool to help you do a preliminary domain name search. Our domain name registration service can help you secure the online name that will best serve your company.
Even if you don’t sell your products or services directly online, you’re going to want a presence on the web. After all, you want your company’s name, principal address, and contact info to appear when potential customers search for it.
That’s why getting a good domain name that pairs well with your business name is so important. You’re likely going to be putting that URL on your business cards, signage, and other marketing materials, and you want people to be able to remember it and associate it with your business.
The ideal domain name for your company may already be taken, but you can still find others. In fact, if you find a truly great available domain name, it might be worth naming your business after that URL rather than the other way around.
You can use our domain name search tool to see if your desired business name or something else that’s suitable is available as a URL. If you find such a domain name, you might want to lock it down before someone else does.
You can also check to see what social media handles are available. Many businesses market on platforms like Instagram, Facebook, and Pinterest, so getting the appropriate social media names can be important for effective online marketing.
If you’re not ready to file your Certificate of Organization just yet, Idaho allows you to reserve a business name for four months for a fee. You may do this to make sure your chosen business name is still available in the Gem State when it’s time to file.
If you’re filing your Certificate of Organization right away, you likely don’t need to file an Application for Reservation of Legal Entity Name. You can name your business when you file the Certificate of Organization. But you can still reserve the name if you’re worried that someone will snag it.
If you plan on doing business under a name other than your official business name, you can file a Certificate of Assumed Business Name (commonly referred to as a DBA or “doing business as” name) after you register your business with the state of Idaho.
For example, this is helpful if you want to separate services under different titles or advertise under a name that doesn’t include the required “LLC” at the end. The state charges a small fee for a Certificate of Assumed Business Name.
You may also use our quick and easy Idaho DBA service, which can save you time, money, and potential headaches.
Name Your LLC
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Name a registered agent. Idaho requires that an LLC have a registered agent for service of process. This means your Idaho LLC must have a person or entity that agrees to accept legal and official notices on your company’s behalf (for example, if the business is sued).
An Idaho registered agent must be an individual who is a resident of Idaho or a business entity registered with the Secretary of State’s office. It’s a requirement that they have a physical address in Idaho and agree to receive and forward legal notices to you. The address of the Idaho registered agent can’t be a P.O. box or something similar. It needs to be a physical street address so that the agent can receive notices in person.
While you can be your own registered agent, it can cause problems, such as putting you in the awkward position of being notified of a lawsuit in front of customers. Hiring a professional registered agent service like ours can provide the following benefits:
Serving as your own registered agent or appointing a friend or family member to be your agent might seem the simplest way to meet the Idaho registered agent requirement. But consider what could happen if a process server is unable to find you or your appointed agent.
This can occur if you or your appointee isn’t in the office (for example, meeting with a client, out of town, on vacation, etc.) when someone needs to reach the agent. It can also happen if the agent moves or quits and you forget to update your paperwork with the state.
In addition to legal penalties for being out of compliance (including the possibility of the state dissolving your LLC and removing your limited liability status), failing to maintain a registered agent could mean that you won’t be notified of a lawsuit. A legal proceeding against you could actually go forward without your knowledge, meaning you wouldn’t even have a chance to defend yourself.
Complete and file the Certificate of Organization with the Idaho Secretary of State. Once approved, this makes your LLC official in the eyes of the state.
Filing official government documents like this can be intimidating and complicated for many people, which is why we’re here. With our business formation plans, our professionals file for you to make sure it’s done correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.
You can file the Certificate of Organization online or via paper; either method incurs a filing fee. To file online, you’ll need to create an Idaho SOSBiz account, which you can also use to file other forms.
Idaho has options for expediting your filing for an additional fee.
Paper forms are mailed to the Office of the Secretary of State and must include payment in the form of a check. You can make checks out to the Idaho Secretary of State.
For those who choose to mail their Certificate of Organization, send all paperwork to:
Office of the Secretary of State
450 N 4th Street
P.O. Box 83720
Boise, ID 83720-0080
Online payment can be made with all major credit and debit cards for a small transaction fee.
To complete the Idaho LLC form, you’ll need to provide the following information:
View step-by-step directions on how to file your Idaho Certificate of Organization.
If you have us handle filing your Certificate of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents. These documents can include your formation documents, member certificates, legal documents, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
You need only file your Certificate of Organization once. But if any information in the original Certificate of Organization needs to be updated, your business is required to inform the state about the changes.
You would report these changes by filing an Amendment to the Idaho Certificate of Organization and paying a filing fee. If your Certificate of Organization isn’t current, it could impact your ability to get an Idaho Certificate of Good Standing. This document isn’t required to conduct business, but it can be important for business accounts, potential investors, and expanding your business to other states. Basically, failing to keep your business up to date with state requirements can limit your LLC’s potential future growth.Do you need help amending your Certificate of Organization? We have an amendment filing service that can handle it for you, as well as our Worry-Free Compliance service, which includes two amendment filings every year.
Make an Idaho LLC operating agreement. This document spells out the day-to-day operating procedures and details of your business. It covers things like who owns what percentage of the business, how profits are distributed, and how decisions are made.
Creating an LLC operating agreement helps set the ground rules between you and your partners before the business takes off. It helps you avoid disagreements and make clear decisions.
While having a comprehensive operating agreement isn’t a legal requirement for LLCs in Idaho, creating one is still considered an essential step in forming an LLC. The benefits include:
Are you unsure as to how to create an operating agreement for your LLC? We offer a guided customizable template to help get you started. Our chatbot walks you through the process of creating your agreement and allows for e-signature of the document.
Once you’ve finalized your operating agreement and it’s time for all members to sign, you can have the signatures notarized. This secures the legal foundation of the agreement. However, you don’t need to file the finalized agreement with the Idaho Secretary of State or any other entity. You just need to keep it in a secure location with any other business-related documents.
It seems like most of the things in your operating agreement are intended to avoid disputes among the members, so you might think you don’t need one if your LLC has only one member. But potential investors, future business partners, and others may want to see your operating agreement regardless.
Your operating agreement can also spell out what you want to happen to the business and its assets if you die or become incapacitated.
Here’s another consideration: On occasion, someone will take an LLC member to court to try to prove that the owner and the LLC are the same entity so that they can go after the owner’s personal assets. Should that happen, having an operating agreement in place is one more thing to further demonstrate to the court that the business owner and the LLC truly are separate.
Get an Employer Identification Number (EIN) for the business. You’ll need an EIN, also referred to as a Tax ID Number or Federal Tax Identification Number, from the Internal Revenue Service (IRS) if you have more than one LLC member, hire employees, or meet certain other criteria. Most banks will also require an EIN for opening a business bank account.
You can get your Idaho LLC’s EIN through the Internal Revenue Service website, by mail, or by fax. If you’re not fond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
Your company may need to register with the Idaho State Tax Commission. Whether your company needs to follow this step will depend on the exact taxes it will be collecting and/or has been collecting from the state and whether you have employees.
Visit the Idaho State Tax Commission Business Basics Hub webpage for information on how to register your business to pay taxes. It also explains what types of taxes you may need to pay to remain in good standing.
The Idaho Business Registration System website will assist you in registering with the Idaho Department of Labor, Tax Commission, and Industrial Commission to ensure you’re set up for any sales or use tax, income tax withholding, unemployment insurance, and more.
Once you’ve secured an Employer Identification Number, you’ll be able to open a business bank account. Having separate accounts for your business activities and your personal banking is critical for sorting out your finances at tax time. It also helps you avoid commingling funds.
Commingling funds makes your taxes more difficult, and it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to go after your personal assets, not just the company’s).
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. It may also be a good idea to get a business credit card so you can start developing a credit history.
When you want to authorize others in your organization to use the business bank account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
LLCs offer more flexibility than a corporation. One of those flexibilities is how you can choose to have your LLC taxed.
By default, an LLC has pass-through taxation. This appeals to most LLC members because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is paid to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.
Being taxed as a C corporation does mean you get double taxation, but, for some LLCs, the pros may outweigh the cons. One benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For example, insurance premiums can be written off as a business expense.
S corp is short for “Subchapter S Corporation” and is a tax status geared toward small businesses. Like a standard LLC, an S corp has pass-through taxation. But there’s another potential advantage for some LLCs: It could reduce your self-employment taxes.
Self-employment taxes are the part of your taxes that pay for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.
But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)
The drawback is that the Internal Revenue Service scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.
While it’s possible that being taxed as a corporation could benefit your LLC, remember that business taxes are very complicated. They’re also very specific to your situation. That’s why you need to consult a tax professional to see which tax method would work best for your Idaho business and help with tax filings.
If you decide to form your LLC with an S corp status, our S corp service can help you do that.
After following all the steps above, you should be the proud owner of a new LLC! But there’s still more to know about starting an LLC in Idaho. You need to know about things like hiring employees, getting business licenses and permits, getting additional financing if you need it, how to make changes in your business, and how to stay in compliance with the government.
We offer many services beyond just helping you form your LLC. Our business experts can also give you long-term business support to help run and grow your company.
Idaho has many business opportunities, but, if the paperwork of starting a business feels overwhelming, we can help. Let us take care of the LLC formation process, compliance, and more. That way, you can get back to running your dream business, whether it’s a bed and breakfast in Idaho Falls or a real estate agency in Meridian.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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The state fees for forming an Idaho LLC can range from $100 to $140, depending on factors such as your method of filing and whether you choose to reserve your business name. Expediting the filing will further add to the cost. You may also need to pay fees for business licenses and permits.
The Certificate of Organization fee is a one-time cost, but you could have annual costs such as license and permit renewals. Note that filing fees change over time, so check the Idaho Secretary of State website for the most recent filing fee schedule.
When considering the benefits of forming an LLC in Idaho, it makes sense to note the benefits of an LLC itself and then look at why Idaho is a great place to start a business.
Forming an LLC provides the personal liability protection of a corporation with the tax benefits of a partnership or sole proprietorship. An LLC:
There are also advantages to forming an LLC in Idaho compared to other states. Among these are:
LLCs are typically considered “pass-through entities,” meaning that the business itself typically doesn’t pay federal income tax on its profits. Instead, the responsibility to pay income taxes falls only on the individual. In a typical corporation, profits are taxed at both the business level and the individual owners’ level.
In Idaho, LLCs are treated as pass-through entities for both state and federal income taxes. However, Idaho has some unusual business tax laws, so consult a tax professional to find out what your obligations are.
Single-member LLCs don’t have to file a separate federal return for their LLC. They report the LLC income on their personal income tax return (Form 1040). But LLCs with multiple members must file a separate information federal return for the LLC, Form 1065. Then each LLC member reports their share of the profits on Schedule K-1 and attaches it to their own personal federal taxes return.
Although LLCs are taxed as sole proprietorships or general partnerships by default, LLCs also have the option to be taxed as corporations. Some LLC members choose to classify their businesses as an S corporation or a C corporation, which can be advantageous in some cases. In particular, many LLCs elect to be taxed as S corporations because it can save the members money on self-employment taxes. You can learn more on our “What Is an S Corp?” page.
You also have a few other forms of federal taxation to keep in mind. For example, you will likely need to pay self-employment taxes on your portion of the LLC’s profits. These are the taxes that go toward Social Security and Medicare. Fortunately, an LLC member can deduct half of the self-employment taxes paid as a business expense.
Your Idaho LLC may have to pay a wide variety of other business taxes. These include taxes that are payable to the Idaho government, like sales tax. If you have employees or sell certain items, additional taxes may apply. Among the taxes that you could be responsible for in the state of Idaho are the following:
To learn more about each and determine which taxes apply to you, visit Idaho’s Tax Types page. Another great resource that will help you sort out what taxes, forms, licenses, and other items you may need to consider to remain compliant is the Idaho Business Wizard page. By answering a series of questions, the site will let you know what you need to file and do next.
The Idaho Secretary of State’s website indicates it typically has a turnaround time of 7 to 10 days for most filings. If you file by mail, you will need to account for the additional time it takes for the forms to reach their destination. Expedited processing can be had for an additional fee, and same-day processing can be done for a larger fee.
Idaho doesn’t require new LLCs to file their operating agreements with the state. It’s an important internal document, though, so keep it with your other important legal papers.
Most LLCs elect the default tax status, which means that owners pay federal income taxes on profits earned from the business as part of their individual taxes. The LLC is not separately taxed as an entity. Larger LLCs sometimes opt to file taxes as an S corporation or a C corporation.
The tax structure that will work best depends on your business needs. A tax professional can help determine what tax classification would be best for your LLC. You can learn more on our S Corp vs. LLC and LLC vs. Corporation pages.
A Series LLC has more than one series of members, managers, or LLC interests with separate rights, powers, or duties. Each series may also have a separate business purpose. They’re not explicitly allowed in Idaho. Check with a lawyer before attempting to register an LLC associated with a larger Series LLC in the state to make sure you won’t face legal repercussions.
While Idaho doesn’t have a general business license, any business that sells or leases goods or services is required to obtain a seller’s permit (often referred to as a sales tax permit).
Depending on factors like your industry, professional services you offer, and location, you may require other federal, state, and/or local business licenses and permits to operate. These could include things like building permits, health permits, signage permits, and other additional permits and licensing requirements. There’s no central place to check to see every license or permit you might need, so you’ll have to do some research.
If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that you have all the business licenses and permits you’re legally required to have, our business license report service can do the work for you.
Idaho requires that all LLCs file an annual report. There’s no fee to file the Idaho annual report, and it can be done online.
We can help you with your Idaho annual report in a couple of ways. Our annual report service will help you file your annual report, and our Worry-Free Compliance service not only helps with filing your annual report but also sends you other important compliance reminders and helps you with two amendment filings each year.
A foreign LLC is one in which the business is not based in the state of Idaho but wants to do business in Idaho. Registering is somewhat similar to that of a domestic LLC but requires filing a Foreign Registration Statement instead of the Certificate of Organization and some additional steps. The same fees apply. To maintain a foreign LLC in Idaho, you will need an Idaho registered agent, as well.
You’ll need to follow the rules for removing a member established by your operating agreement.
Yes. You can get a trade name, known as an assumed name in Idaho, for your LLC by completing a Certificate of Assumed Business Name either online or by mail and paying a fee.
If the time comes to dissolve your LLC, you’ll first need to consult your operating agreement and follow any procedures that have been established for winding down the company. You’ll also need to complete an Idaho LLC Statement of Dissolution. For more information, see our Idaho Business Dissolution page.
Transferring all or part of an LLC is a complex process, more so than selling shares in a corporation. The first thing to do is to consult your operating agreement about the process you and the other members have put in place for transferring ownership. From there, you may want to consult a lawyer to hammer out the details. For more information, see our page on transferring ownership of an Idaho LLC.
Although having a business plan in place isn’t a legal requirement, it’s wise to have one. Business plans help entrepreneurs develop strategies to set up new companies for success. Plus, without a business plan, it might be hard for you to persuade others to invest in or join your business.
Idaho Business Resources
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