Form a Limited Liability Company in Idaho

How to Form a Idaho LLC in 10 Steps

There are many types of business structures. One type is called the LLC or Limited Liability Company. LLCs are unique for several reasons:

• One or more persons can own parts of an LLC.
• Profits are passed down to each individual member.
• Exposure to liability is limited with an LLC.
• LLCs don’t need to file separate tax returns.

Are you considering forming an LLC? Here are the steps you’ll need to follow.

1. Choose Your Company Name.

You need a company name that no other business has the rights to use. SunDoc can run your name search or reserve your LLC name for a reasonable fee.  At a minimum, your preferred name must be available in the State of Idaho. It is also wise to check for a registered trademark on your preferred name.

2. Understand the LLC Organizer Requirement.

Naming an LLC organizer is your next step

An organizer is the person or company that drafts your LLC. By preparing on-line with us, SunDoc Filings will be your organizer. If you choose to prepare and upload your filing with SunDoc, you can name your own organizer.

On the other hand, some companies like to hire an attorney to help with business formation matters, and they may ask that this individual be their organizer.

3. Designate a Registered Agent.

Check out our article Registered Agent Service to learn more about what a registered agent is and why you need one. Essentially, this will be a firm or a person who must be named on your Articles of Organization form.

4. Decide Your Ownership and Management Structure.

On your Articles of Organization document, you'll need to select one of the following, which will dictate how your new business will be managed:

• Managed by multiple managers
• Managed by one manager
• Managed by all members

5. Create an Operating Agreement.

Your specific entity type may require an operating agreement. An operating agreement is a key document used by LLCs because it outlines the financial and functional decisions of the business, including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners. 

The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here.  You may also wish to consult an attorney for advice. 

6. File the Certificate of Organization.

One of the most important steps on the road to forming an LLC is filing your Certificate of Organization. Some companies opt to have a filing service like SunDoc file their articles on their behalf to save time.

The Certificate of Organization is a document that includes important information about your new company. The information you'll need to fill out this form includes the following:

• Your company's name
• Your company's address
• The management method you've chosen
• Your registered agent's name
• Your LLC organizer's name
• Member names (often required but not always)

After you have submitted your Certificate of Organization, the state will accept them for review, once aproved, your company will be officially created.

7. Obtain an EIN and Open a Business Bank Account.

Congratulations! You are now a registered Idaho LLC. Any LLC with more than one member must file with the IRS for an EIN, Employer Identification Number, whether or not you have employees. You can file with the IRS yourself, or SunDoc can file for you.

You will also be required to have an EIN so that you can open a business account at a bank of your choice. Now is the time to open a business account, and you’ll also want to reimburse any members (including yourself) who paid for business expenses out-of-pocket. It's always important to keep receipts in the event that you have to pay out-of-pocket for anything that will be used for your business.

At this time, we also recommend hiring an accountant. They will be able to assist you with specific business matters related to your LLC formation.

8. Pay Idaho State Taxes.

Each year your LLC may be required to pay necessary fees and taxes to your state, possibly including in your first year of operation. If you sell goods in Idaho, you may be required to collect sales tax. You can find more state tax information on the State of Idaho’s tax web site.

9. Determine Necessary Licenses and Permits.

In this step, you’ll want to go to your state’s business website to see what business licenses or permits you are required to have. Many new companies forget this step or assume they don't need specific licenses and permits, but they are absolutely necessary. 

Most of all, they are required so that your business can legally operate on the county or city level. If you don't have the proper permits and licenses, you will likely have to pay expensive fees and fines.

10. File an Annual Report (Biennial Report or Initial List).

Quite soon after the formation of your LLC in Idaho, you will be required to file what is called a Annual Report. This document has a strict deadline, and if you do not meet it, you will need to pay an expensive fine.

After your first year, you’ll also need to file an updated report whenever you make significant changes to your business and every year or two years (frequency will depend on specific requirements in your state). 

The Annual Report is a simple form that keeps the state up to date on your company information. And down the road when you make changes to your company, it will invariably be one of the forms you’ll need to file with the state.

It is crucial to file within the required time. It can cost you as much as ten times the normal filing fee if you file late! If you prefer, SunDoc can file your Annual Report/Biennial Report and other routine filings for you, reliably and on time. All LLC forms, including the report form, can be found on the Idaho business web site.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit our LLC FAQs.