An Idaho LLC operating agreement is a legal document that outlines the company’s ownership and operating procedures. It ensures that your business is treated as a limited liability company should the entity’s status be questioned and provides guidelines for resolving legal and financial disputes.
Is an LLC Operating Agreement Required in Idaho?
No, an LLC operating agreement isn’t required in Idaho. However, all LLCs must have one, even if you are the sole member.
By Type
Single-Member LLC Operating Agreement
Establishes the operational guidelines for a limited liability company owned and managed by a single individual.
Multi-Member LLC Operating Agreement
Outlines procedures to be followed by companies with multiple members.
Laws
Idaho LLC operating agreement laws are outlined in Title 30, Chapter 25 of the Idaho Statutes:
- Section 30-25-105: Operating agreement – scope – function – limitations.
- Section 30-25-106: Operating agreement – effect on limited liability company and person becoming a member – preformation agreement.
- Section 30-25-107: Operating agreement – effect on third parties and relationship to records effective on behalf of limited liability company.
Costs and Fees
Forming a limited liability company in Idaho will cost the same regardless of whether you file one domestically or as a foreign entity:
- Certificate of organization filing fee – $100 online ($120 in person).
- Name reservation fee – $25.
How to Form an LLC in Idaho
Step 1 – Name Your Idaho LLC
Do a name search on the State of Idaho website to ensure the name is still available. Also, check online to see if the web domain is available.
Your name cannot include words that could be confused with a government department, like the Treasury or State Department. Restricted words like bank and attorney may require additional paperwork and a licensed individual to be part of the LLC.
Step 2 – Choose a Registered Agent
Next, you must nominate an Idaho registered agent for your LLC. A registered agent may be a resident of Idaho or a domestic or foreign business entity registered with the Idaho Secretary of State.
The registered agent must have a physical street address in Idaho. They will be the point of contact with the state, receiving legal documents on behalf of the business.
Step 3 – File Idaho LLC Certificate of Organization
To officially register your Idaho LLC, you must file a certificate of organization with the Secretary of State. You can do this online at the Idaho Secretary of State online business services website. You can also fill out the form on paper and mail it or deliver it in person.
Step 4 – Create an Idaho LLC Operating Agreement
LLC operating agreements are essential for multimember LLCs because they specify each person’s responsibilities and reduce the risk of conflict. They are also helpful because they can protect the company’s owners, which is beneficial even for a solo LLC owner.
Remember that you don’t file your operating agreement with the state. It is an internal document that you should keep on file. It’s always a wise idea to have this document easily accessible.
Step 5 – Get an EIN for Your LLC
Your LLC will also need an Employer Identification Number (EIN). An EIN is a nine-digit number assigned by the IRS. This helps them keep track of businesses for tax reasons – think of it as a Social Security number for your business.
You will need an EIN to open a business bank account, file federal and state taxes, and hire employees. You can get an EIN for free from the IRS.
Step 6 – Keep Your Company Compliant
Once your LLC is up and running, you must keep it compliant with federal and state laws. For instance, you may need building, health, or service permits. You may also be responsible for multiple types of tax, such as Idaho sales and employer taxes. You’ll also need to report your income to the IRS each year.
You can use the State of Idaho’s website or the U.S. Small Business Administration (SBA) guide to learn more about the regulations you must follow.
Sample
Download the Idaho LLC operating agreement template below in PDF & Word.
