You have a big idea, truckloads of ambition, and dreams of a thriving Idaho LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Organization.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Organization is what authenticates your LLC, making it official in Idaho. It’s perhaps the most important step in starting your Idaho LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Organization, you should have a few pieces of information ready to help streamline the process.
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Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
When selecting a final LLC name, confirm that it complies with the state’s business name requirements. This means it must contain the words “limited liability company” or “limited company,” or one of these abbreviations: L.L.C., LLC, L.C., or LC. The name must also avoid any language that implies governmental affiliation. On top of that, it needs to be distinguishable from every other business name reserved or registered with the Secretary of state. Unsure if your name is available? Perform a business name search to find out.
Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a four-month hold on your name by submitting a name reservation request.
Choosing an Idaho Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. When filing your Certificate of Organization, you must include your registered agent’s name and address, or your submission will be rejected.
A valid registered agent can be either an individual Idaho resident with a physical address in the state or a business entity – like a registered agent service – that has been authorized for business in Idaho.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your Idaho Certificate of Organization
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Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Idaho.
The Certificate of Organization holds immense weight in the LLC formation process – it’s the key to making your business official. But considering its importance, the form itself is surprisingly quick and easy. If you gather the necessary information beforehand, you’ll have no problem breezing through it. Here’s what it requires:
- LLC name
- Principal office address
- Registered agent name and address
- At least one LLC governor’s name and address
- Mailing address for future correspondence
- Name and signature of each LLC organizer
- Filer phone number and email address
In fact, the most difficult part of the form might actually be its filing fee. Online submissions cost $100 and mailed or hand-delivered ones cost $120, so have your checkbook or credit card out when you file.
Collected your information? Arranged your payment? Now it’s time to file. The Secretary of State offers three options: online, by mail, or in-person, so you can choose the one that best fits your timeline and preferences.
The Secretary of State prefers online submissions and encourages you to file electronically by charging less for it – $100 compared to $120 for paper filings. The process is quick and painless. Head over to the SOSBiz page and select “Forms” from the left-side menu. On the next page, choose “Certificate of Organization Limited Liability Company” and you’ll be on your way. If you don’t already have an account, you’ll need to create one.
Download a paper application, fill it out, and include your payment. When you’re ready, mail the document and payment to:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080
If you’re local to Boise, you also have the option of hand-delivering your Certificate of Organization and payment to the same address.
The standard processing time is 7-10 business days. Not fast enough? You can request expedited service for an additional $40 and your filing will be processed in eight working hours.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Idaho), but what if your business is expanding to Idaho from another state? In this case, you can forget about the Certificate of Organization because your LLC will follow a different route.
Out-of-state businesses must instead foreign qualify in Idaho by filing a Foreign Registration Statement and paying the requisite $100 fee (or $120 for hard copy filings). Refrain from conducting any business in the state until you’ve successfully foreign qualified, or you could face serious fines and penalties.
After the state has granted your LLC authority, however, you’re free to kick off your business activities in Idaho.
Want Help Filing Your Certificate of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Idaho Secretary of State. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Important Post-Formation Compliance Issues
Once you’ve successfully filed your Certificate of Organization, your LLC is an official business entity in the state of Idaho. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.
Acquire a Federal Tax ID Number (EIN)
While an EIN isn’t a requirement for Idaho LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.
Set Up a Financial Infrastructure
One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.
The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.
Acquire Licenses and Permits
The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.
Thankfully, Idaho makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Licenses, Permits, and Regulations and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.
Obtain Business Insurance
This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.
File Your Annual Reports
Each year, every LLC in Idaho must file an annual report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s name, business address, registered agent name and address, and the names and addresses of each member or manager.
Frequently Asked Questions
About Filing the Idaho LLC Certificate of Organization
How long does it take Idaho to form an LLC?
It will likely take 7-10 business days to process your Certificate of Organization unless you expedite your order. If you add a $40 fee, Idaho will form your LLC within eight working hours of your submission. If you add $100, they will process your formation documents by the end of that same working day.
Should I file my own Articles of Organization, hire an attorney, or use an online service?
This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.
You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.
What does Idaho require for LLC formations other than the Articles of Organization?
Unlike some states, Idaho doesn’t require any related filings other than your formation articles. However, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.
How many small businesses are there in Idaho?
Today, Idaho has nearly 170,000 small businesses. Clearly, entrepreneurs in many different fields find Idaho to be a great place to own and operate a business entity.
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