Form an LLC in Idaho

What is different about forming an LLC in Idaho

Idaho charges nothing to keep an LLC on the rolls. The fee schedule at Idaho Code § 30-21-214(b) lists the annual report, an LLC's statement of dissolution, a registered agent's resignation and the cancellation of an assumed business name all as "No fee," so once the Certificate of Organization is paid for, the recurring amount owed to the Idaho Secretary of State is $0.

The annual report deadline is personal to each company. Idaho Code § 30-21-213(c) ties it to the month in which the certificate of organization became effective, so a company formed in March reports every March.

Expedited service is priced in the statute itself. Under § 30-21-214(d) a $40 surcharge buys evidence of filing within eight working hours. Under § 30-21-214(e) a $100 surcharge buys it within the same working day, and only for a filing that reaches the Secretary of State before 1:00 p.m. Mountain time.

Paper filing costs $20 more for a reason written into § 30-21-214(f): the surcharge attaches to any form the electronic filing system did not generate and that therefore needs manual data entry. The same subsection waives it where a form cannot be filed online at all.

The certificate names at least one "governor," and the state's form instruction says it is not necessary to identify whether that person is a member or a manager.

Filing the Certificate of Organization

Under Idaho Code § 30-25-201(a), one or more persons act as organizers and form the company by delivering a certificate of organization to the secretary of state for filing. The company exists once that certificate becomes effective, under § 30-25-201(d).

Idaho assigns no number to the paper form. The PDF the Secretary of State publishes is titled "CERTIFICATE OF ORGANIZATION / LIMITED LIABILITY COMPANY / Title 30, Chapters 21 and 25, Idaho Code" and carries only a revision date of 04/2026.

What the certificate must contain

Section 30-25-201(b) sets out the contents:

• A name that complies with §§ 30-21-301 and 30-21-302(d).
• The street and mailing addresses of the principal office. If the LLC attests it has no physical location other than a residential address, and its commercial registered agent consents, the agent's addresses may be given instead.
• Registered agent information as required by § 30-21-404(a).
• The name and mailing address of at least one governor.
• A statement of professional services where the company is a professional entity.

The paper form tracks those five items and adds a mailing address for future correspondence, which is where annual report notices go. Section 30-25-201 was amended in 2026 (ch. 80, sec. 1); the commercial registered agent address option at (b)(2)(ii) comes from that amendment, so any pre-2026 description of the contents is stale.

Fees and filing methods

The base fee is $100.00 under § 30-21-214(b)(16). Filed online through SOSBiz at sosbiz.idaho.gov, $100 is the whole price, and the Secretary of State calls that the fastest option. On paper the total is $120.00, and the forms page warns that "forms submitted without the fee will be rejected." Paper filings must be typed and go to 450 N 4th Street, PO Box 83720, Boise ID 83720-0080.

Processing time

The Secretary of State publishes one figure covering business filings: "Business Filings are currently being processed approximately 7-10 days from the date of filing." SOSBiz also posts a processed-through date, which advances daily.

Naming an Idaho LLC

Under § 30-21-302(d) the name of an Idaho LLC must contain the phrase "limited liability company" or "limited company," or the abbreviation "L.L.C.," "LLC," "L.C." or "LC." Inside those phrases "limited" may be shortened to "Ltd." and "company" to "Co."

Section 30-21-301(a) requires the name to be distinguishable on the records of the Secretary of State from names already existing, reserved or registered. Subsection (c) adds the test worth applying to a candidate: words indicating entity type "may not be taken into account," so adding "LLC" to a name an Idaho corporation already uses does not make it distinguishable. A non-distinguishable name can be used only on filing a certified copy of a final judgment establishing the entity's right to it in Idaho.

Availability is checked on the SOSBiz business search at sosbiz.idaho.gov/search/business; the state's form instruction advises confirming with the office before filing.

Reservation and assumed business names

A reservation holds a name for the applicant's exclusive use for 120 days under § 30-21-303(a), and subsection (b) makes it transferable. The fee is $20 online, $40 on paper.

An Idaho business trading under a name other than its legal one files a Certificate of Assumed Business Name, $25 online or $45 on paper, which § 30-21-805(a) requires before transacting under that name. There is no renewal cycle: § 30-21-807(b) provides that it "is in effect upon filing until it is canceled."

Registered agent

Section 30-21-402 requires every domestic filing entity in Idaho to designate and maintain a registered agent, and § 30-21-403 requires the record to state an Idaho street address, plus an Idaho mailing address if that differs.

The Certificate of Organization instructions are specific about who qualifies: "A registered agent may be an individual who is a resident of Idaho, or a business entity registered with the Secretary of State's office. Assumed Business Name filings cannot be registered agents." They also rule out post office boxes and commercial mail boxes as the registered office.

Having no agent carries a consequence of its own, separate from any missed report: § 30-21-601 makes it an independent ground for administrative dissolution when an entity has no registered agent in Idaho for sixty consecutive days. Changing the agent or the registered office carries no base fee, only the $20 manual processing charge on paper. The Idaho registered agent guide covers the role in detail.

The Idaho annual report

Every Idaho LLC files an annual report with the Secretary of State under § 30-21-213, and § 30-21-214(b)(7) lists that report as "No fee."

Section 30-21-213(c) sets the timing: beginning one year after the certificate of organization became effective, the report 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."

What happens when the report is missed

Idaho's fee schedule at § 30-21-214 sets no charge for filing the annual report late. What a missed report supplies is a ground for administrative dissolution under § 30-21-601(1).

The clock that follows runs from notice, not from the deadline. Under § 30-21-602(a) and (b) the Secretary of State serves notice first, and the entity then has sixty days after service to cure before the office "shall administratively dissolve the entity."

An administratively dissolved Idaho LLC is not erased. Section 30-21-602(c) and (d) keep it in existence as the same type of entity, able to act only as necessary to wind up or seek reinstatement, and the registered agent's authority survives. It is also a dissolution event under § 30-25-701(a)(5).

Reinstatement under § 30-21-603(a) is open to a domestic filing entity for up to ten years after the effective date of dissolution. The fee is $30.00 under § 30-21-214(b)(27), on top of all fees, taxes, interest and penalties owed to the Secretary of State, and reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution."

A foreign LLC registered in Idaho has no equivalent path. Section 30-21-511 lets the Secretary of State terminate a foreign registration on the same grounds, with notice effective at least sixty days out and a chance to cure, but § 30-21-603 is written for a "domestic filing entity," and the forms page confirms paper reinstatement is available only for Idaho entities. Requalifying means a fresh Foreign Registration Statement, $100 online or $120 on paper, with a home-state certificate of existence under § 30-21-503(b); see the Idaho foreign LLC guide.

Idaho taxes that reach an LLC

Idaho's business income tax rate, which is the rate a composite return or an affected business entity election is computed at, is 5.3% on taxable income for 2025, following 5.695% for 2024 and 5.8% for 2023. Most businesses also pay the $10 Permanent Building Fund tax. Idaho's sales tax rate is 6%, and the State Tax Commission says almost everyone selling goods or offering taxable services in Idaho must hold a seller's permit.

A pass-through entity, which includes an LLC taxed as a partnership or an S corporation, pays Idaho withholding on a nonresident individual owner's Idaho-source distributable income at the highest individual tax rate. Two alternatives exist: a composite return, on which the entity pays that tax at the corporate rate, or Form PTE-NROA, a signed agreement under which the nonresident owner files an Idaho return instead.

Idaho's affected business entity election gives any partnership or S corporation the option of paying its Idaho income tax at the entity level at the corporate rate, with owners taking a credit against their Idaho tax. The Idaho LLC tax guide covers these choices.

Business licensing in Idaho

Idaho has no statewide general business license. Business.Idaho.gov states it directly: "Idaho does not have a state business license. Registering your business is a registration, not a license." Licensing that applies is local; the state directs businesses to their city clerk or county clerk or recorder's office.

Professional LLCs

Idaho's list of professions that may use a professional entity is closed. Section 30-21-901(b) enumerates eighteen, among them architecture, engineering, law, medicine, dentistry, nursing, professional geology, psychology, certified or licensed public accountancy, social work, surveying and veterinary medicine, then ends the list with the words "and no others."

Under § 30-21-901(g) a professional entity may not offer or accept an interest from anyone but an individual licensed to render that same specific service, or a professional entity all of whose interest holders are so licensed, and voting trusts over an interest are barred.

The liability picture differs too. Idaho's general shield at § 30-25-304 makes a debt, obligation or other liability of an LLC solely the company's, and treats failure to observe formalities as no ground for imposing liability on a member or manager. Set against that, § 30-21-901(e) keeps any governor, interest holder, agent or employee of a professional entity "personally and fully liable and accountable" for their own negligent or wrongful acts, and for those of anyone under their direct supervision and control, while rendering professional services.

An Idaho LLC that runs out of members

Section 30-25-701(a)(3) dissolves an Idaho LLC on the passage of ninety consecutive days with no members, unless transferees owning a majority of the distribution rights consent to admit a member and at least one person becomes a member inside that window. Winding up, including the statement of dissolution Idaho lists at no base fee, is covered in the Idaho LLC dissolution guide.

EIN and operating agreement

An EIN comes from the IRS rather than from Idaho; the EIN guide covers how to apply. Idaho never files an operating agreement, because § 30-25-201(c) provides that the Secretary of State "shall not accept operating agreements for filing," while § 30-25-102(9) recognizes one that is oral, implied, in a record or any combination, including a sole member's, and § 30-25-105(b) makes chapter 25 govern what the agreement leaves out. See the operating agreement guide.

Frequently asked questions

How much does it cost to file an Idaho Certificate of Organization?

The base fee is $100.00 under Idaho Code § 30-21-214(b)(16). Filed online through SOSBiz, $100 is the full amount. Filed on paper, the total is $120.00, because § 30-21-214(f) adds a $20 manual processing charge to any form the Secretary of State's electronic system did not generate.

When is the Idaho LLC annual report due?

It is due in the anniversary month of formation, not on a fixed calendar date. Idaho Code § 30-21-213(c) requires the report to be received by the close of business on the final day of the month in which the certificate of organization became effective. The annual report carries no state fee.

What does Idaho's expedite fee actually buy?

Two tiers are written into Idaho Code § 30-21-214. A $40 surcharge under subsection (d) buys evidence of filing within eight working hours. A $100 surcharge under subsection (e) buys evidence of filing within the same working day, and only for a filing submitted before 1:00 p.m. Mountain time.

Does an Idaho Certificate of Organization have to name members or managers?

No. Idaho Code § 30-25-201(b) requires the name and mailing address of at least one governor, and the Secretary of State's form instruction states it is not necessary to identify whether that person is a member or a manager.

How long does the Idaho Secretary of State take to process a filing?

The Secretary of State publishes a single figure for business filings: approximately 7-10 days from the date of filing. The office also posts a processed-through date on SOSBiz showing how far its queue has advanced, which moves daily.

Can an Idaho LLC be reinstated after administrative dissolution?

Yes. Idaho Code § 30-21-603(a) allows a domestic filing entity to apply for reinstatement for up to ten years after the effective date of dissolution. The application fee is $30.00, plus all fees, taxes, interest and penalties owed to the Secretary of State, and reinstatement relates back to the effective date of the dissolution.