Register your business in Idaho

LLCs and corporations file with the Idaho Secretary of State, Business Services Division². A limited partnership and a limited liability partnership file there too. A sole proprietorship does not, unless it uses an assumed business name. A general partnership does not have to file, though it may.

What’s different in Idaho

• Online is the base fee. Paper adds $20⁷. An LLC certificate is $100 online and $120 on paper. Filing online avoids the extra manual processing fee that paper submissions pay¹.
• The yearly report follows your formation month, not one date for every company. It starts one year after you form. The fee statute lists it as no fee⁸.
• An assumed name goes to the Secretary of State, not the county clerk. It is not a business license, and it does not expire.
• You can be your own registered agent if you have a physical Idaho address.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor has no formation filing and can skip to step 5. Pick an entity compares them. The Secretary of State says people who work together to make and share profits are partners even if they did not mean to form a partnership. If that might be you, check with a legal professional before you skip the partnership filing.
2. Check the name on SOSBiz. A search does not hold the name. An LLC name must contain limited liability company or limited company, or the abbreviation L.L.C., LLC, L.C., or LC⁹. Search the web and the federal trademark database too. Not ready to file? Reserve a legal entity name for four months. That application is $20 online and $40¹ on paper. A corporation that is not doing business in Idaho uses a different name registration on the same forms page. That price is not this four-month reservation. Read that row before you use it.
3. Name a registered agent. You can be your own registered agent if you have a physical address in Idaho². Otherwise the agent is an individual who lives in Idaho, or a business entity registered with the Secretary of State. A post office box or a commercial mail box cannot be the registered agent address. An assumed business name filing cannot be the registered agent⁴. Changing the agent later: the forms page lists only the $20 manual processing fee, with no base filing fee. Filing online avoids the extra manual processing fee that paper submissions pay¹, so the online change may cost nothing. Check the total on the screen.
4. File online at SOSBiz, from the forms and fees page. The fee is below. The forms page says filings are currently processed about 3 to 5 days from the filing date, and that estimate changes. Read the processed-through note on that page the day you file. Expedited service is typically within 8 business hours, for filings that offer it, for an extra $40. Same-day service is an extra $100⁷, and the request has to arrive by 1 p.m. Mountain Time. A request after that may wait until the next business day. The office is 450 N. 4th Street, Boise, ID 83702, phone (208) 334-2301, Monday through Friday, 8:00 a.m. to 5:00 p.m. Mail goes to P.O. Box 83720, Boise, ID 83720-0080². A paper form submitted without the manual processing fee is rejected¹.
5. File an assumed business name if you use another name. Who must file is below. The filing is with the Secretary of State.
6. Calendar the anniversary month. The first annual report is due one year after formation, on the last day of that month. Selling taxable goods means a sales tax permit before you collect tax: Get your tax IDs.

By structure

LLC

File a Certificate of Organization. An LLC has a legal existence once it files a certificate of organization³. Online is $100. Paper is $120¹. The name must contain limited liability company or limited company, or the abbreviation L.L.C., LLC, L.C., or LC⁹.

Do not attach an operating agreement. The Secretary of State does not file it⁴. For tax purposes, an LLC may be disregarded, taxed like a partnership, or taxed like a corporation³. That tax choice is a federal form. Get your tax IDs has the Idaho return that follows.

The yearly report is filed by a domestic filing entity, a domestic limited liability partnership, or a registered foreign entity. It is due the close of business on the last day of the formation month, each year beginning one year after formation⁶. Most annual reports can be filed online in SOSBiz². A paper annual report form is available only if you ask the office to mail or hold one¹. The fee statute lists the annual report as no fee⁸. The statute does not say the last day moves when it is a weekend or a holiday.* If that day is a Saturday or Sunday, ask the office whether the filing is still due that day.

Missing the report is one ground for administrative dissolution: a missed annual report, or 60 consecutive days with no Idaho registered agent, or 60 days without notice that the agent changed or resigned¹⁰. After notice, you have 60 days to fix the problem. If you do not, the Secretary of State signs a statement of administrative dissolution. The company still exists, but only to wind up. It can also apply for reinstatement¹¹. Only an Idaho entity may reinstate, and a paper reinstatement form is available only on request¹. The fee statute lists reinstatement at $30⁸.

Closing an LLC uses a statement of dissolution. The forms page lists only the $20 manual processing fee, with no base filing fee¹.

Professional service

A licensed profession uses a Certificate of Organization for a Professional Limited Liability Company. Online is $100. Paper is $120¹. The forms page says the form is for certain licensed professions, including architecture, chiropractic, dentistry, engineering, landscape architecture, law, medicine, nursing, occupational therapy, optometry, physical therapy, podiatry, professional geology, psychology, certified or licensed public accountancy, social work, surveying, and veterinary medicine. The word “including” means the page may not be the whole list.* If your license is not named, read the form page before you pick this certificate. The license itself comes from the board for that work. Licenses and permits is the next step.

Corporation

File Articles of Incorporation for a general business corporation. Online is $100. Paper is $120. A professional corporation uses articles of incorporation for a professional business, at $100 online and $120¹ on paper.

The same anniversary report applies. S corporation status is a federal election. The Secretary of State says a corporation that has not made that election is taxed at the company and again when profits are paid out to the owners. The income tax return is on Get your tax IDs. The Secretary of State does not keep a list of shareholders.

Nonprofit

Nonprofit articles of incorporation are $30 online and $50 on paper. Articles for a federal 501(c)(3) application must contain the language the IRS requires¹. The forms page points to the IRS for that language. Past formation, the rest of this series is written for businesses that intend to make a profit.

Partnership

A general partnership may file a statement of partnership authority. Every partner in a general partnership shares unlimited personal liability for the partnership's obligations³. The statement of partnership authority is $100 online and $120¹ on paper. If you are unsure you are a general partnership, check with a legal professional.

A limited partnership files a Certificate of Limited Partnership for $100 online and $120¹ on paper. It needs at least one general partner and at least one limited partner³. The Secretary of State says a limited partner is not normally personally liable unless they manage the business. That is the office’s summary, not a promise about your facts.

A limited liability partnership files a Statement of Qualification of Limited Liability Partnership for $100 online and $120¹ on paper. The entity page says an LLP partner can be shielded from liability for other partners’ acts, except the partner’s own negligence, misconduct, or wrongful act.

A limited partnership and a limited liability partnership are in the group that files the yearly report. A general partnership that never files is not described as a domestic filing entity on the annual-report statute.* If you did file a statement of partnership authority, ask the office whether the report applies to you.

Sole proprietorship

There is no formation document. An individual who uses both their legal first and last name in the business name does not file⁵. If the name is anything else, file the assumed business name before you start. Sales tax registration is separate.

Assumed business name

An assumed business name is not an Idaho business license and does not create a company³. File before you transact business under a name that is not your own. An LLC, corporation, limited partnership, or limited liability partnership files only when it uses a name other than the name on its formation document. An individual who uses both their legal first and last name in the business name does not file. The assumed name cannot use words such as Inc., Corporation, LLC, or Company⁵. One certificate per name.

Online is $25. Paper is $45¹. It stays active until the owner cancels it. It does not expire and it is not renewed. There is no fee to cancel an assumed business name when you file online². The assumed name has to be distinguishable on the Secretary of State’s records. Filing it does not give you a trademark. If the name is too close to one already on file, the office may ask for a consent letter from the business that has it.

Formed in another state

A business formed elsewhere files a Foreign Registration Statement before doing business in Idaho. Online is $100. Paper is $120. Idaho Code 30-21-503 says a foreign filing entity or foreign limited liability partnership must deliver a certificate of existence, or a similar record, from its home state with the registration statement¹². A filing entity is an entity whose formation requires filing a public organic record¹³, so that includes an LLC, a corporation, or a limited partnership formed elsewhere. The FAQ asks for a certificate of existence, sometimes called a certificate of good standing, from the home state, dated within 90 days of filing². The note on the forms page says only that foreign corporations and foreign limited partnerships must submit a certificate of existence from their home state¹. The statute covers an LLC too. You need an Idaho registered agent before you apply. Forming in another state covers the tradeoffs.

What you get back

A filed certificate or articles from SOSBiz, usually by the processing time posted that week. You will need it for your EIN and your bank. The yearly report is the date that comes back. It is the last day of your formation month, starting one year out. The statute does not offer an extension in the annual-report section. Missing it can start the dissolution notice.