How to Start an LLC in Idaho

Starting a limited liability company (LLC) in Idaho can help protect your personal assets while giving you flexibility in managing your business. The Gem State has a skilled workforce, solid infrastructure, low taxes, and limited regulation, making it a great place to be a small business owner. The straightforward process makes it easy to get started, but you’ll still want to research how to start an LLC in Idaho before you begin.

How to form an Idaho LLC in 6 steps

Idaho LLC registration is designed to encourage entrepreneurs to start businesses. While it’s a simple process, a comprehensive guide like this one can help you start your LLC with confidence.

1. Choose your business name

When choosing a business name for your Idaho LLC, you’ll need to follow the state’s specific rules. The naming rules in Idaho are similar to other states and include the following:

• Your business name must be distinguishable from any other registered business in Idaho. Check name availability through the Idaho Secretary of State’s business entity search tool.
• Your name must include “Limited Liability Company” or or “Limited Company.” You can also use the abbreviations “L.L.C.” “LLC” “L.C.” or “LC.”
• Business names must use English letters A through Z and Arabic numerals 1 through 9, but they can use any symbols readily available on a standard English keyboard.
• The name cannot be “grossly offensive,” and it can’t imply that you’re a government organization.

Need more time to get your paperwork together? You can reserve your business name for up to four months by filing a Reservation of Legal Entity Name form with the Idaho Secretary of State for a $20 filing fee. 

2. Appoint a registered agent

In Idaho, every business entity must appoint a registered agent who is responsible for receiving legal documents on behalf of the business. The LLC’s registered agent must:

• Be a resident of Idaho or a registered agent service authorized to operate in Idaho.
• Have a physical street address in the state.
• Be available to receive documents during regular business hours.

You can serve as your own registered agent, choose someone you trust, or use a professional registered agent service. Registered agent services can save you time, keep your personal address off the public record, and give you confidence that you won’t miss important notices. With LegalZoom’s registered agent services, you’ll get an alert as soon as we get mail for you.

3. File a certificate of organization

To officially form your Idaho LLC, you’ll need to file a certificate of organization with the Idaho Secretary of State. Filing online costs $100, and filing by mail costs $120. You can also request expedited service for an additional $40 or same-day service for $100. 

The LLC certificate of organization will ask for the following details:

• The name of the limited liability company
• The street and mailing address for your LLC
• The name and street address of your registered agent
• The name and address of at least one governor of your LLC. A governor is either a member or a manager of the company, depending on the management structure.
• The mailing address where you’d like to receive your annual report notices
• Printed name and signature of the organizers or the people filing the certificate of organization

Note that if you provide certain professional services, like accountancy, architecture, dentistry, law, medicine, psychology, and social work, you’ll need to file a professional LLC certificate of organization. This is a different form that has an additional line to specify your profession. Otherwise, the process is the same.

4. Create an operating agreement

Although Idaho doesn’t require LLCs to have an operating agreement, having one is a smart move. An operating agreement outlines how your LLC operates and helps prevent conflicts among members. It typically covers:

• How much of the LLC each member owns
• Who manages the LLC and their duties
• Profit and loss distribution
• Procedures for making major decisions
• How to add or remove members
• The steps to dissolve or transfer the LLC, if necessary

In a single-member LLC, an operating agreement keeps your personal and business assets separate. For multiple-member LLCs, it can help prevent disagreements over roles and responsibilities. You can create an operating agreement yourself, but it’s an important document, so many LLC owners like to get help. LegalZoom can help you create an operating agreement and make sure it’s error-free.

5. Obtain an EIN and open a business bank account

If your LLC has more than one member or if you plan to hire employees, you’ll need an employer identification number (EIN) from the Internal Revenue Service (IRS). Even if you’re a single-member LLC, getting an EIN helps keep your personal and business taxes separate. It’s easy to apply for an EIN on the IRS website, but you can make it even easier by using LegalZoom’s EIN filing service.

You’ll also need your employer identification number to open a business bank account, which is important so you can maintain a clear divide between your personal and business finances. A business bank account also makes it easier to track your expenses and income for tax and accounting purposes.

6. Register for state taxes and business licenses

Once your Idaho LLC is official, you’ll need to register for any applicable taxes. Common taxes for small businesses include: 

• Sales tax. If your LLC sells goods or services, you’ll need to register for Idaho’s sales tax, which is currently 6%. Idaho also charges sales tax on activities like bowling and golf, equipment rentals, and admission fees.
• Employee withholding tax. If your LLC has employees, you’ll need to register for employer withholding tax, which involves withholding state income tax from employee wages.
• Unemployment insurance tax. Employers in Idaho must also pay unemployment insurance tax, which funds the state’s unemployment insurance program.
• Excise taxes. Excise taxes include fees for amusement devices, vending machines, beer, wine, cigarettes, tobacco, and fuel. These taxes are usually paid by distributors and wholesalers.
• Lodging taxes. If your business is involved in lodging, you’ll need to register for this tax. Some local communities have an additional lodging tax.

You can register for most taxes through the Idaho Business Registration System and ask about local taxes at your city clerk’s office. Also, keep in mind that you’ll need to report business income on your personal tax returns, as LLCs are taxed as pass-through entities in Idaho.

Depending on your industry, you may also need a business license or permits. For example, professional LLCs provide services that typically have licensing requirements. If you plan to build, you’ll need construction permits. And if your business will generate pollution, you might need environmental permits from the Idaho Department of Environmental Quality. You should also check with your city clerk’s office about local permits and licenses.

What to do after forming your Idaho LLC

You’re almost there, but you’re not quite done learning how to start an LLC in Idaho. There are a few more steps to complete so that your business runs smoothly.

• Register a domain name: When you do your Idaho business entity search, check if there’s a similar domain name available. Make sure to register the domain so you can create a website and prevent others from using your name online.  
• Maintain compliance: You’ll need to file an annual report with the Idaho Secretary of State to keep your LLC in good standing. The report is due each year by the close of your LLC’s anniversary month. You can file it online through the SOSBiz portal, and there’s no filing fee. 
• Obtain a certificate of good standing: A certificate of good standing verifies that your Idaho LLC is legally registered and in compliance. You may need it for contracts, loans, or when expanding your business into other states. You can request one from the Idaho Secretary of State for a $10 filing fee.
• Consider a foreign LLC: If you plan to do business outside of Idaho, you may need to register as a foreign LLC in the states where you want to conduct business. This allows your LLC to legally operate in multiple locations.
• Trademark your business: Trademarks protect your name, logo, and other branding from being used by others. You can apply for a state trademark through the Idaho Secretary of State or seek federal protection through the U.S. Patent and Trademark Office (USPTO). The process can be complex, but LegalZoom’s trademark registration services make it easier.

How much does it cost to start an LLC in Idaho?

The cost to form an LLC in Idaho is at least $100 to file the certificate of organization. This is in line with many other states’ fees. Idaho does set itself apart by not charging a fee to file your required annual report each year. However, you might choose to use a service for that filing and other requirements. Here’s the breakdown of all the possible costs.

• LLC name reservation: $20 filing fee
• Certificate of organization: $100 to file online or $120 by mail
• Registered agent: $100–$300 per year
• Operating agreement: $99 and up
• Licenses and permits: Varies by location and industry
• Certificate of good standing: $10 filing fee

The total cost of Idaho LLC registration, therefore, ranges from $100 to about $550, plus the cost of any business licenses or permits.

How to start your Idaho LLC with LegalZoom

If figuring out how to start an LLC in Idaho sounds like a lot of steps, don’t worry. Starting your Idaho LLC is easy with LegalZoom. We can handle everything from filing your certificate of organization and annual report to providing registered agent services and creating an operating agreement. Whether you need help with the paperwork or managing ongoing requirements, get started with our LLC formation services today.

FAQs

How long does it take to form an Idaho LLC?

Getting approval for your limited liability company typically takes five to seven business days if you file your certificate of organization online. Paper filings may take longer, often up to three weeks. Once your filing is approved, your LLC will be officially recognized by the state.

What is needed to form an LLC in Idaho?

To form an LLC in Idaho, you need to file a certificate of organization with the Idaho Secretary of State, appoint a registered agent, and pay the required filing fee. You’ll also need to register for any applicable state taxes and licenses, depending on your business activities.

What are the benefits of filing an LLC in Idaho?

Idaho LLCs provide personal liability protection, separating your personal assets from your business obligations. Idaho offers a business-friendly environment with relatively low fees and a simple registration process. Idaho LLCs also offer flexible management structures and tax options.

How do I maintain my LLC in Idaho?

To maintain a limited liability company in Idaho, you must file an annual report each year by your LLC’s anniversary month. The report is free and can be filed online. You’ll also need to pay any applicable state taxes and ensure that your business licenses remain up to date.

How do I transfer LLC ownership in Idaho?

To transfer ownership, Idaho LLCs should follow the terms outlined in the LLC operating agreement. You’ll also need to file an amendment to your certificate of organization and get the certificate of amendment from the Idaho Secretary of State.

Rudri Bhatt Patel contributed to this article.