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Certificate of Organization
Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in Idaho.
Idaho LLC Costs:
Idaho LLC formation: $100
Idaho LLC annual report: $0
(check out Northwest vs LegalZoom)
In this lesson, we will walk you through filing your Certificate of Organization with the Idaho Secretary of State. This is the document that officially forms your Idaho LLC.
In late 2018, Idaho Secretary of State Lawerence Denney issued a press release with great news: all Idaho LLCs can now be filed online.
Idaho LLC filing fee
The filing fee for an LLC in Idaho is $100. This is a one-time filing fee.
Idaho LLC approval
After you file online, the Secretary of State will approve your LLC in 7-10 calendar days.
Prior LLC University® lessons
Before forming your Idaho LLC, make sure you have read the prior lessons:
Are you a licensed professional in Idaho?
If you are licensed in a professional field (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, or veterinary medicine), you’ll need to form a Professional LLC (PLLC) instead of a “regular” LLC. The instructions are similar as below, however, once you’re on the “Forms” page, you’ll select “Certificate of Organization Professional Limited Liability Company”.
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
Create your SOSBiz Account
- Go to the Idaho SOSBiz Login page and click “Create An Account”.
- Enter your name and email and create a password.
- You can now login to your account.
How to form your Idaho LLC online (filing your Certificate of Organization)
- Click “Forms” on the left.
- Scroll down to “Domestic Limited Liability Companies”.
- Click “Certificate of Organization Limited Liability Company”.
- Click “File Online”.
Limited Liability Company Name
- Prior lesson: Make sure you have read the Idaho LLC name lesson before proceeding.
A previously filed reserved name will be used for this filing:
Reserving an LLC name ahead of time is not necessary. If you haven’t reserved an LLC name, select “No”.
The name of the limited liability company is:
Enter your desired LLC name exactly as you would like it, including your preferred capitalization, as well as the designator (ending).
Enter your LLC name twice.
As per section 30-21-302 of the Idaho Business Organizations Code, the allowable designators are:
- LLC (most common)
- Ltd. Co.
- Ltd. Company
- Limited Co.
- Limited Company
- Ltd. Liability Company
- Limited Liability Co.
- Limited Liability Company
If you’re forming a Professional LLC, the allowable designators are very similar, however, you must place a “P” in front of any abbreviation or the word “Professional” in front of any group of words. For example, PLLC (most common) or Professional Limited Liability Company as designators.
Comma in LLC name:
You can use a comma in your LLC name or you can leave it out. The state will accept both versions. For example, “ABC Ski Company, LLC” or “ABC Ski Company LLC”.
The complete street address of the principal office is:
Enter your LLC’s Principal Office address. As per section 30-21-102 (#36) of the Idaho Business Organizations Code, your Principal Office is defined as:
“Principal office means the principal executive office of an entity, whether or not the office is located in this state.”
Some notes about your Principal Office address:
- this address can be in Idaho or it can be in any state
- this is the address where someone would come to visit the business
- this is the address where LLC and business records are kept
- it can be a home address
- it can be an office address
- it can be a friend or family member’s address
- it can be the address of your Idaho Registered Agent (if allowed)
- but it can’t be a private mailbox (PMB) or commercial mail receiving agency (CMRA), like a UPS Store, PostalAnnex, etc.
Public record address privacy:
- all addresses listed in your Certificate of Organization will go on public record
- that means potentially personal information (like a home address) will be available for others to see
- some people don’t care; others prefer their privacy
- in our Idaho Registered Agent lesson, we recommend a company that will serve as your Registered Agent, but they’ll also let you use their address for your principal office address, your mailing address, and all other address fields in your Certificate of Organization
The mailing address of the principal office is:
Enter the mailing address of your LLC’s principal office address:
- this may or may not be the same address as your actual principal office
- this address can be located in Idaho or in any state
- USPS mail must be able to be delivered here
- Prior lesson: Make sure you have read the Idaho Registered Agent lesson before proceeding.
If you hired a Commercial Registered Agent, select “commercial” and search for the company in the list.
If you, your friend, or a family member will be your LLC’s Registered Agent, select “noncommercial or individual” and click “+ Add New Agent” to enter their contact information.
- your LLC’s Registered Agent address must be located in Idaho
- the address must be a street address in Idaho
- if your Registered Agent is an individual, this person must be located in Idaho
- you can’t use a PO Box address
- you can’t use a private mailbox (PMB) or commercial mail receiving agency (CMRA), like a UPS Store, PostalAnnex, etc.
As per the Idaho Secretary of State’s rules:
“NOTE: If the Secretary of State’s Office is notified and verifies that the registered agent street address listed on a filing is a UPS Store, PMB or PO Box, it may subject your business entity to being administratively dissolved/revoked.”
- Related article: member-managed LLC vs manager-managed LLC
As per section 30-25-201 of the Idaho Business Organizations Code, you must enter at least 1 Governor for your LLC.
In a Member-managed LLC, a Governor is an LLC Member.
In a Manager-managed LLC, a Governor is an LLC Manager.
Note: You don’t have to list all LLC Members (owners) here, unless you want to. Ownership is determined and controlled in your LLC Operating Agreement.
Review the information you entered. Check for any typos. Go back to make any edits or proceed if all looks good.
Declare and Sign
- Related article: difference between an LLC Organizer and LLC Member
Review the terms and check the boxes to agree.
Then enter your full name and today’s date to sign as the LLC’s Organizer.
- Note: most filers choose to submit their Certificate of Organization online.
Select whether or not you want to submit your Certificate of Organization to the state online or if you prefer to print, sign, and mail it to the state.
If you’ll file by mail: send a check or money order for $100 (payable to “Secretary of State”) and mail to: Secretary of State, 450 N 4th Street, PO Box 83720, Boise, ID 83720-0080.
If you’ll file online: click “File Online”. A menu will appear. Click “Pay with Credit Card”.
Enter your billing info and your credit card info to submit your LLC filing and the $100 filing fee to the state.
Congratulations! Your Idaho LLC filing has been submitted to the Secretary of State. Now you just need to wait for approval.
Idaho LLC Approval
After the Idaho Secretary of State receives your LLC filing, it will be approved in 7-10 calendar days.
You’ll receive an email from the state once your LLC is approved and your documents are ready to download.
Your LLC approval documents will be:
- stamped and approved Certificate of Organization
- filing receipt
Once you file your Certificate of Organization, and it is approved by the state, you can then proceed to the next lesson: Idaho LLC Operating Agreement.
Idaho Secretary of State Contact Info
If you have any questions, you can contact the Idaho Secretary of State at 208-334-2301. Their hours are Monday through Friday from 8am to 5pm, Mountain Time.
Secretary Secretary of State press release re online LLC filing