The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Idaho without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Idaho can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile, Swyft Filings and others that do all of this for only $49.
To form a Limited Liability Company in Idaho, file the Certificate of Organization with the Secretary of State. The LLC filing fee is $100 and approval for the LLC typically takes 1-2 weeks.
If you have questions, contact the Idaho Secretary of State.
HOW TO FILE THE CERTIFICATE OF ORGANIZATION AND FORM AN IDAHO LLC
To get started, create a SOSBiz account with the Secretary of State.
Then select Start a Business
After that, select Certificate of Organization Limited Liability Company and then “File Online”
Step 1: Name the LLC
If you previously reserved a name you can select to proceed using that name in the LLC filing. It isn’t required to have a name reserved before filing the LLC as that option will be available in the next screen. If a name has been reserved, select “Yes”, otherwise select “No”.
If the name has not been reserved, enter the name you wish to use. The name of the LLC also has to differ from other entity names registered with the Secretary of State. You can check on available LLC names before filing.
The name of the LLC must include one of the following designators at the end of the business name:
- Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Enter the name you want to use and again to ensure it was entered correctly.
Step 2: Entity Address
In this section, enter the street address, city and zip code of the initial principal office. This address can be the physical address of the business, an address where business records are stored or the address of a registered address. A PO Box may not be used.
Step 3 Principal Office Mailing Address
If you want correspondence from the Secretary of State to be sent to a different address than the principal office, enter that address here. A PO Box is acceptable. If the address is the same as the principal office, select the copy button to automatically fill in the fields.
Step 4: Registered Agent
To have an LLC in Idaho, a Registered Agent must be identified. The Registered Agent is either a resident of Idaho (select Noncommercial or Individual under Agent Type) or a registered agent service (select Commercial under Agent Type and search for the company). The Registered Agent must have a physical address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.
Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.
Step 5: Governor Information
The Governor is either a member (owner) of a member-managed LLC or a manager of a manager-managed LLC. 7
- Member-Managed LLCs have members (owners) that are active in the day-to-day operations of the business.
- Manager-Managed LLCs have managers hired by the members to run the LLC, similar to a CEO of a corporation.
Most LLCs are member-managed.
At least one governor has to be listed.
Click on Add until all of the governors of the LLC are listed.
Step 6: Confirm
Confirm that all of the information is correct.
Step 7: Declare and Sign
By signing, the organizer agrees that the information being entered is public information and will appear online, the organizer is authorized to sign on behalf of the LLC and is certifying the information in the Certification of Organization as it is entered.
Have one of the organizer’s sign. An organizer can be a member, manager, attorney, accountant or entity formation company.
Step 8: Pay and File
Pay and file the Certificate of Organization.
In approximately 1-2 weeks, the LLC will be approved.
That concludes the basics of forming an LLC in Idaho. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Idaho, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Idaho. See the Guide to Starting a Business in Idaho for more information.