Form an Idaho LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Idaho LLC with LegalZoom, we prepare and file your articles of organization with the Idaho Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Idaho LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Idaho LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Idaho Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "Limited Liability Company" or "Limited Company" or the abbreviation "L.L.C.," "L.C.," "LLC" or "LC". The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co.".
Must be distinguishable (not the same as or deceptively similar to) on the records of the Secretary of State from (1) the name of any Idaho limited liability company, limited partnership or corporation authorized to transact business in this state or (2) any name reserved or registered under the general corporation laws or the Idaho limited partnership act.
May be a name that is not distinguishable if (1) the written consent of the holder of a reserved or registered name to use a deceptively similar name if one (1) or more words are added, altered or deleted to make the name distinguishable from the reserved or registered name or (2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Idaho Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Idaho LLC formation, articles of organization must be filed with the Secretary of State. State law requires that certain information be included in the articles of organization of your Idaho LLC formation. This information must include:
The company name
The street address of the LLC's registered office in Idaho
The name of the LLC's registered agent at that office
A statement as to whether the LLC is to be manager-managed, and if so, the names and business addresses of the initial manager or managers, or if the LLC is to be member-managed, then the names and addresses of the initial member or members
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the Secretary of State finds that they are in compliance with state requirements. The document must be executed by: (1) a manager if manager-managed, (2) a member if member-managed, (3) an organizer if the LLC has not been formed, (4) an attorney-in-fact, or (5) a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary.
The person executing the document shall sign it and state beneath or opposite his signature the person's name and title (the capacity in which the person signs). The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, an Idaho LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any natural person over the age of 18 or entity may form a LLC. The natural person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more natural persons or business entities.
Eligibility:An organizer may be an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all members.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may resign by giving 30 days written notice to all other members, or as provided in the operating agreement, unless the operating agreement prohibits withdrawal
If the member has the power to withdraw but the withdrawal is a breach of an operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the LLC may recover damages for breach of the operating agreement or as a result of the wrongful conduct, including the reasonable costs of obtaining replacement of the services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law.
Withdrawal before expiration of a term is a breach of the operating agreement unless otherwise provided in an operating agreement.
Contribution:The contributions of a member to the limited liability company may be in cash, property, services rendered, guarantee of an obligation of the limited liability company, a promissory note or other obligation to contribute cash or property or to perform services, or other valuable consideration.
Registered Agent In Idaho
LegalZoom can also provide your business with a Registered Agent in Idaho. Every LLC in Idaho must have a registered agent, which can be a person or office, to receive official state correspondence and notice if the company is "served"with a lawsuit.
Eligibility Requirements: A registered agent in Idaho may be:(1) an individual resident of this state, (2) a domestic or foreign LLC authorized to transact business in this state or (3) a corporation formed under the laws of or authorized to transact business in this state. The business office of the registered agent shall be identical with the registered office and shall have a street address.
Registered Office: The registered office may be any place of its business in Idaho
Idaho Secretary of State
Once an Idaho LLC has been created, the Idaho Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Idaho Secretary of State office.
Annual Report: Each LLC shall file a biennial report with the Idaho Secretary of State on or before the anniversary of its organization signed by a manager, member or agent that lists:
The LLC name and the state or country under the laws of which it is organized.
The street address, not a post office box only, of its registered office
The name of it registered agent at that office
The street address of its principal place of business
The names and addresses of its managers, if manager-managed or, the names and addresses of the members, if member-managed
The annual report must be delivered to the secretary of state each year before the end of the month during which a LLC was initially authorized to transact business. Beginning one (1) year after a LLC is authorized to transact business, and each year thereafter, the annual report of the limited liability company must be received in the office of the secretary of state not later than the close of business on the final day of the applicable month.
Records:Each limited liability company shall keep following records open to inspection at its office:
A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order
A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed
Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the three (3) most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for the period;
Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect
Unless contained in writing in an operating agreement:
o A writing setting forth the amount of cash, if any, and a statement of the agreed value of other property or services, if any, contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member
o A writing stating events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and\
o Other writings prepared pursuant to a requirement, if any, in an operating agreement
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
An event specified in writing in the articles or operating agreement
Written consent of all members
An event of dissociation of a member unless all members consent to continue the business within 90 days
Entry of a judicial dissolution
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Idaho is variable, depending on Idaho taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Idaho Secretary of State, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the Idaho Secretary of State, covering all charges for the State Secretary.