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How to Form an LLC in Idaho

Idaho charges $100 to form an LLC online, $120 on paper, where the extra $20 is the statutory manual processing surcharge for a form not generated by the electronic filing system. After that, the annual report is free. Idaho also requires the certificate to name at least one governor, gives an assumed business name with no expiration for $25, closes an LLC with a Statement of Dissolution at no fee, and lets an administratively dissolved company reinstate for $30 within ten years.

By the LLCForming research teamFees checked Nov 8, 2026

The Idaho filing steps

1. Check your name on the state's own search

   Search the Secretary of State's records before you file. Under Section 30-21-302(d), an Idaho LLC name must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC," with "limited" shortened to "Ltd." and "company" to "Co." if you choose, and a professional LLC may include "professional" before "limited" or the letter "P" at the beginning of a permitted abbreviation. Under Section 30-21-301(a), the name must be distinguishable on the records of the Secretary of State from the name of an existing domestic filing entity not administratively dissolved for more than six months, a domestic limited liability partnership, a name under which a foreign entity is registered in Idaho, a name reserved under Section 30-21-303, and a name registered under Section 30-21-304. Under Section 30-21-301(e), a name may not contain language falsely stating or implying government affiliation or implying the entity is organized for a purpose other than one permitted by the act. A search does not reserve the name. To hold one, file an application for reserved name for $20 under Section 30-21-214(b)(32); Section 30-21-303 reserves the name for your exclusive use for 120 days, the reservation is transferable by signed notice for $20, and the section contains no renewal mechanism.

2. Choose your registered agent

   Idaho uses the registered agent wording in Title 30, Chapter 21, Part 4, and distinguishes a commercial registered agent, a person listed under Section 30-21-405 because they are in the business of serving as a registered agent in Idaho, from a noncommercial registered agent, everyone else. Under Section 30-21-402, a domestic filing entity shall designate and maintain a registered agent in this state, continuously. Under Section 30-21-404(a), the filing states either the name of the commercial registered agent, or, if there is none, the name and address of the noncommercial registered agent, or the title of an office or other position with the entity and the address to which process, notices and demands are to be sent. Designating an agent is an affirmation that the agent has consented to serve under Section 30-21-404(b). Per the Secretary of State, the agent must be in Idaho at a physical street address, may be an individual resident of Idaho or a business entity registered with the Secretary of State, and an assumed business name filing cannot be a registered agent. Change the agent by filing a statement of change under Section 30-21-407, signed by the entity. The Secretary of State's statement of change form prices that filing at $0 online and $20 on paper, the $20 being the Section 30-21-214(f) manual processing surcharge. An agent resigns by filing a statement of resignation under Section 30-21-410, at no fee under Section 30-21-214(b)(21), effective on the earlier of 12:01 a.m. on the thirty-first day after filing or the designation of a new agent. Going without an agent for sixty consecutive days is a ground for administrative dissolution.

3. File the Certificate of Organization with the Secretary of State

   File the Certificate of Organization with the Secretary of State under Section 30-25-201. One or more persons may act as organizers, and a single-member LLC is contemplated by the Act. File online through SOSBiz at sosbiz.idaho.gov, or on the typed paper form by mail or delivery to the Secretary of State, 450 N 4th Street, PO Box 83720, Boise, ID 83720-0080. The fee is $100 online and $120 on paper: Section 30-21-214(b)(16) sets the fee at $100, and Section 30-21-214(f) adds a $20 surcharge for filing any form that is not generated by the electronic filing system and that requires manual data entry. Under Section 30-25-201(b), the certificate must state the name of the company, complying with Sections 30-21-301 and 30-21-302(d), the street and mailing addresses of the principal office, the registered agent information required by Section 30-21-404(a), the name and mailing address of at least one governor of the company, and, for a professional entity, a statement that it is a professional limited liability company and the principal profession or professions its members are licensed or otherwise legally authorized to render. No business purpose and no full member list are required, and it is not necessary to identify whether the governor is a member or a manager. Under Section 30-25-201(c), the Secretary of State shall not accept operating agreements for filing, and the form repeats that instruction. Optional speed surcharges under Section 30-21-214(d) and (e) are $40 for evidence of filing within eight working hours after delivery and $100 for same-day evidence of filing on a filing submitted before 1:00 p.m. mountain time.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Idaho filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Idaho calls the instrument an operating agreement, and written form is not required. Under Section 30-25-102(a)(9), an operating agreement means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member. Under Section 30-25-105(a), except as provided in subsections (c) and (d), the operating agreement governs relations among the members as members and between the members and the company, the rights and duties of a person in the capacity of manager, the activities and affairs of the company and the conduct of those activities and affairs, and the means and conditions for amending the agreement. Under Section 30-25-105(b), to the extent the operating agreement does not provide for a matter described in subsection (a), Chapter 25 governs the matter, so the chapter is the gap filler. Under Section 30-25-105(c), an agreement may not, among the listed items, vary the governing law rule in Section 30-25-104, alter or eliminate the duty of loyalty or the duty of care except as subsection (d) allows, relieve a person from liability for bad faith, willful or intentional misconduct, or a knowing violation of law, vary the dissolution causes in Section 30-25-701(a)(4), or vary the winding up requirements in Section 30-25-702(a), (b)(1) and (e). The agreement is internal, it is not filed, and the Secretary of State will not accept one for filing.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Idaho issues no single statewide general business license through the Secretary of State. Licensing is industry specific, through state agencies and boards, or local, through your city or county. The near universal state level step is tax registration with the Idaho State Tax Commission for the taxes your activity triggers. Check your industry and your city before you budget, because those offices, not the Secretary of State, set those charges.

Filing details that trip people up

• The annual report is free, and there is no monetary late fee. Section 30-21-214(b)(7) lists the annual report in the fee schedule as "No fee." Filed online through SOSBiz it costs $0. A paper report is not generated by the electronic filing system, so the Section 30-21-214(f) $20 manual processing surcharge applies to it, and the base fee is still zero. Under Section 30-21-213(c), the report is due each year before the end of the month during which the entity's public organic record became effective, beginning one year after that effective date, received not later than the close of business on the final day of the applicable month. No monetary late fee or late penalty for a late report appears anywhere in Section 30-21-214. The consequence of missing it is administrative dissolution, covered in the next note.
• Administrative dissolution comes after notice and a 60 day cure period, and reinstatement is $30 within ten years. Under Section 30-21-601, the Secretary of State may commence a proceeding if the entity does not deliver an annual report by the date it is due, does not have a registered agent for sixty consecutive days, or does not notify the Secretary of State within sixty days after its registered agent changed or resigned. Under Section 30-21-602, the Secretary of State serves notice, and if the entity does not cure or demonstrate the nonexistence of each ground not later than sixty days after service, the Secretary of State administratively dissolves it. Under Section 30-21-603(a), a dissolved domestic filing entity may apply for reinstatement not later than ten years after the effective date of dissolution. The application fee is $30 under Section 30-21-214(b)(27). Under Section 30-21-603(b), the entity must pay all fees, taxes, interest, and penalties due at dissolution and that would have been due while dissolved, but because annual reports carry no fee, no back report fees accrue, and the delinquent reports themselves still have to be brought current as the cure.
• Foreign LLCs pay $100, and the home state certificate must be dated within 90 days. A foreign entity files a Foreign Registration Statement for $100 under Section 30-21-214(b)(23), $120 on paper with the manual processing surcharge. The Secretary of State requires a Certificate of Existence, sometimes called a Certificate of Good Standing, from the home state dated within 90 days of filing. Under Section 30-21-502, a foreign entity may not do business in Idaho until it registers, may not maintain an action or proceeding in Idaho unless it is registered, and failure to register does not impair the validity of its contracts or acts, does not preclude it from defending an action, and does not waive a limitation on liability solely because it did business unregistered. Section 30-21-502 itself sets no monetary penalty and no back fee liability for unregistered activity. Amendment of the registration is $30 under Section 30-21-214(b)(24), and a statement of withdrawal is $20 under Section 30-21-214(b)(25), $40 on paper. A terminated foreign entity cannot use the domestic reinstatement route; it registers again.
• An assumed business name costs $25 and does not expire. Idaho's DBA is an assumed business name, or ABN, filed with the Secretary of State, not a county. Under Section 30-21-805, a person who proposes to transact business under an assumed business name shall, before beginning to transact business, deliver a certificate of assumed business name for filing, with a separate certificate for each name. The fee is $25 under Section 30-21-214(b)(13), $45 on paper with the surcharge. The Secretary of State's FAQ states that an ABN remains active until it is canceled by the owner, that ABNs are no longer subject to renewal requirements, and that they do not expire after a set period of time. Amendment is $10, an amendment with only an address change is no fee, and cancellation is no fee. An ABN creates no separate legal entity and is not a business license. Our DBA guide covers the details.
• Closing an Idaho LLC is a Statement of Dissolution at no fee. The document is a Statement of Dissolution, not articles of dissolution. Under Section 30-25-702, a dissolved company continues only for winding up and must deliver a statement of dissolution stating the name of the company and that the company is dissolved. Section 30-21-214(b)(28) prices that statement at no fee, so it is $0 online and a paper filing carries only the $20 manual processing surcharge. Dissolution events under Section 30-25-701(a) include an event the operating agreement states causes dissolution and the affirmative vote or consent of all the members. No Tax Commission clearance certificate, clearance filing, or clearance fee appears in the winding up steps in Section 30-25-702 or in the fee schedule in Section 30-21-214.

After your Idaho LLC is approved

Get the EIN, open the business bank account, and register with the Idaho State Tax Commission for the tax accounts your activity triggers. Then set the one recurring reminder Idaho imposes: the annual report, due by the close of business on the last day of the anniversary month every year, starting the year after formation, filed online through SOSBiz at no fee. Keep the registered agent record current as well, and file a statement of change, $0 online or $20 on paper, whenever the agent or office changes, because sixty consecutive days without an agent is a ground for administrative dissolution. If the business will trade under a different name, file a certificate of assumed business name for $25 before beginning to transact business under that name; it does not expire and needs no renewal.

The full recurring picture for Idaho, with fees and due dates, is on the Idaho annual report and compliance page, and the money view is on the Idaho LLC cost page.

Idaho LLC questions