Incorporating your business in Idaho is quite simple. In the article below, we will outline everything you need to know to complete the process. To assist you, SunDoc is a filing company that can do some or all of the paperwork filing for you. Idaho incorporation is an area we specialize in. 

It’s not necessary to have a lawyer when it comes to filing your incorporation paperwork in Idaho. However, hiring a professional consultant may be wise for some of the matters related to incorporation. Therefore, if you need specific advice, speak with a professional. 

Keep in mind that this article should not be construed as tax, accounting, or any type of legal advice. 

Here is how to incorporate your business in Idaho:

Overview

There is a fee to file your necessary Articles of Incorporation with the Idaho Secretary of State. In addition, you must have a name for your company that’s available within the state, and you must know which corporation type yours will be. 

You will also have to list your directors and corporate officers, know who your registered agent will be, and choose your corporate address. Depending on the corporation type you choose, you might need to have a handle on the number of shareholders you’ll have as well. It’s also important to know how many shares you’ll be authorizing issue for.

Next, an EIN or Federal Tax ID Number is needed. You’ll get this from the IRS. 

At your first Board of Directors meeting is when you will adopt your corporate bylaws. These don’t need to be filed with the State of Idaho, but you’ll want to keep them for your own records. You’ll also appoint officers at this meeting. Officer names don’t have to be in your Articles of Incorporation.

The Annual Report is due by the last day of your anniversary month each year - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on Idaho taxation.

Incorporating

The General Stock Corporation is the most common corporation type available and is likely what most Idaho businesses will choose. With a General Stock Corporation, you don’t have a maximum limit on the number of shareholders you can have.

Another option is the Close Corporation. With a Close Corporation, you can’t exceed 35 shareholders. 

And finally, there is the Professional Corporation. This type of corporation is reserved for specific professionals and is mandated by the state.

Naturally, many forms will be needed when incorporating your business in Idaho. All forms that you need can be downloaded from the State of Idaho. If you need unique documents, however, you may choose to have an attorney draw yours up from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document. 

It is a requirement that all corporations have three officers (which may be held by yourself or another single individual). These positions are: President, secretary, and treasure.

It is also usually a requirement that Idaho corporations have a minimum of three directors. In certain cases, however, you can have less than three (when no shares have been issued or where the shareholders are simply less than three). Unless the articles of incorporation stipulate the number and limit of your directors, remember that these guidelines should be included in your bylaws. 

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Idaho law. Minutes must be kept of meetings.

Every corporation should have a Corporate Records Book, specific to their state. Here, you can store documents like meeting minutes, corporate bylaws, and stock papers. SunDoc can supply you with a Corporate Records Book if you purchase our Corporate Kit. 

The Corporate Kit provides the things you’ll need to run your new corporation with ease and will be customized to the State of Idaho. It will have in it a corporate seal embosser, stock certificates, meeting minutes, and more. See our Idaho Corporate Kit page for additional information.

Registered Agent

Every Idaho corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

When filing, you have to choose a name that is available in your state, specifically within the Idaho Secretary of State records. If your name is not available but you choose it anyway, your filing is likely to be rejected. 

It is also important to remember that there are statutory requirements in place when it comes to choosing a name for your corporation. More specifically, your name cannot resemble another corporate name so closely that it leads to deception, nor can it mislead the public in any other way. 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run searches for names yourself, or SunDoc can perform a name availability check or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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