Understanding Idaho LLC Laws
The rules for starting and running an Idaho limited liability company (LLC) are laid out by Idaho's LLC laws.
In this guide, we offer simple explanations to Idaho LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Idaho LLC laws set out the requirements for forming an LLC. The State of Idaho has created the Secretary of State online business registration system and PDF Certificate of Organization form to simplify the process.
Idaho LLC Formation Statute
The following LLC formation statutes are from the Idaho Uniform Limited Liability Company Act:
Section 30-25-201. FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION.
(a) One (1) or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization.
(b) A certificate of organization must state:
(1) The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code;
(2) The street and mailing addresses of the company’s principal office;
(3) The information required by section 30-21-404(a), Idaho Code;
(4) The name and mailing address of at least one (1) governor of the company; and
(5) If the company is a professional entity, a statement that the company is a professional limited liability company and the principal profession or professions for which the company’s members are duly licensed or otherwise legally authorized to render professional services.
(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-25-105(c) and (d), Idaho Code, in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. The secretary of state shall not accept operating agreements for filing.
(d) A limited liability company is formed when the certificate of organization becomes effective.
History:
[30-25-201, added 2015, ch. 243, sec. 44, p. 876.]
Start forming your LLC by reading our formation services review.
What This Means: Key Takeaways*
The Idaho LLC statute provides the requirements for setting up (or forming) an LLC. The State of Idaho offers online and mail-in LLC filing to meet these requirements.
Required Information for Idaho LLC Formation:
- LLC’s name (Must comply with sections 30-21-301 and 30-21-302)
- LLC principal office’s street and mailing address
- Registered agent’s name and Idaho address
Optional Information for Idaho LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Idaho LLC Certificate of Organization guide.
Registered Agent Duties and Appointment
Idaho LLC laws define the duties and appointment of the LLC registered agent.
Idaho LLC Registered Agent Statute
The following registered agent statutes are from the Idaho Uniform Limited Liability Company Act:
Section 30-21-404. DESIGNATION OF REGISTERED AGENT.
(a) A registered agent filing must be signed by the represented entity and state:
(1) The name of the entity’s commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name and address of the entity’s noncommercial registered agent; or
(B) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices or demands are to be sent.
(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section is an affirmation of fact by the represented entity that the agent has consented to serve.
(c) The secretary of state shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) Be available for at least fourteen (14) calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
History:
[30-21-404, added 2015, ch. 243, sec. 10, p. 771.]
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
An Idaho registered agent must:
- Maintain a registered office in Idaho (i.e., no P.O. Boxes)
- Be an individual, an Idaho corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
- If the registered agent is a business, you must provide the title and name of the person who will receive notices, demands, and service of process
Registered agent information is kept on file by the State of Idaho. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Idaho LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Idaho Uniform Limited Liability Company Act:
Section 30-25-105. OPERATING AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
(a) Except as otherwise provided in subsections (c) and (d) of this section, the operating agreement governs:
(1) Relations among the members as members and between the members and the limited liability company;
(2) The rights and duties under this act of a person in the capacity of manager;
(3) The activities and affairs of the company and the conduct of those activities and affairs; and
(4) The means and conditions for amending the operating agreement.
(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
(c) An operating agreement may not:
(1) Vary the law applicable under section 30-25-104, Idaho Code;
(2) Vary a limited liability company’s capacity under section 30-25-109, Idaho Code, to sue and be sued in its own name;
(3) Vary any requirement, procedure, or other provision of this act pertaining to:
(A) Registered agents; or
(B) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this act;
(4) Vary the provisions of section 30-25-204, Idaho Code;
(5) Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection (d) of this section;
(6) Eliminate the contractual obligation of good faith and fair dealing under section 30-25-409(d), Idaho Code, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;
(7) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;
(8) Unreasonably restrict the duties and rights under section 30-25-410, Idaho Code, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(9) Vary the causes of dissolution specified in section 30-25-701(a)(4), Idaho Code;
(10) Vary the requirement to wind up the company’s activities and affairs as specified in section 30-25-702(a), (b)(1) and (e), Idaho Code;
(11) Unreasonably restrict the right of a member to maintain an action under part 8 of this chapter;
(12) Vary the provisions of section 30-25-805, Idaho Code, but the operating agreement may provide that the company may not have a special litigation committee;
(13) Vary the right of a member to approve a merger, interest exchange, conversion, or domestication under section 30-22-203(a)(2), 30-22-303(a)(2), 30-22-403(a)(2) or 30-22-503(a)(2), Idaho Code; or
(14) Vary the required contents of a plan of merger under section 30-22-202(a), Idaho Code, plan of interest exchange under section 30-22-302(a), Idaho Code, plan of conversion under section 30-22-402(a), Idaho Code, or plan of domestication under section 30-22-502(a), Idaho Code; or
(15) Except as otherwise provided in sections 30-25-106 and 30-25-107(b), Idaho Code, restrict the rights under this chapter of a person other than a member or manager.
(d) Subject to subsection (c)(7) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply:
(1) The operating agreement may:
(A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and
(B) Alter the prohibition in section 30-25-405(a)(2), Idaho Code, so that the prohibition requires only that the company’s total assets not be less than the sum of its total liabilities.
(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one (1) or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility that would have pertained to the responsibility.
(3) If not manifestly unreasonable, the operating agreement may:
(A) Alter or eliminate the aspects of the duty of loyalty stated in section 30-25-409(b) and (i), Idaho Code;
(B) Identify specific types or categories of activities that do not violate the duty of loyalty;
(C) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
(D) Alter or eliminate any other fiduciary duty.
(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subsection (c)(6) or (d)(3) of this section. The court:
(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:
(A) The objective of the term is unreasonable; or
(B) The term is an unreasonable means to achieve the provision’s objective.
History:
[30-25-105, added 2015, ch. 243, sec. 43, p. 873.]
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Idaho LLC laws set out the requirements for annual LLC reporting. The State of Idaho has created an annual report online portal to simplify the process.
Idaho LLC Annual Report Statute
The following annual report statutes are from the Idaho Uniform Business Organization Code:
Section 30-21-213. ANNUAL REPORT FOR SECRETARY OF STATE.
(a) A domestic filing entity, domestic limited liability partnership, or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:
(1) The name of the entity and its jurisdiction of formation;
(2) The information required by section 30-21-404(a), Idaho Code;
(3) The street and mailing addresses of the entity’s principal office; and
(4) The name of at least one (1) governor.
(b) Information in an annual report must be current as of the date the report is signed by the entity.
(c) The annual report must be delivered to the secretary of state for filing each year before the end of the month during which the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state. Beginning one (1) year after the public organic record of a domestic filing entity became effective, the statement of qualification of a domestic limited liability partnership became effective, or a foreign filing entity registered to do business in this state, and each year thereafter, the annual 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. If the secretary of state finds that such report conforms to the requirements of this chapter, he shall file the same.
(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting entity in a record and return the report for correction.
(e) If an annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the report becomes effective, the differing information is considered a statement of change under section 30-21-407, Idaho Code.
History:
[30-21-213, added 2015, ch. 243, sec. 8, p. 766.]
What This Means: Key Takeaways*
You can file your Idaho annual report online.
Your Idaho LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The street address of principal office and mailing address
- The name and Idaho street address of the registered agent
- The name of at least one governor
Annual Report Due Dates:
- Due by the end of the month in which the LLC was formed.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.