Idaho Foreign Registration Statement for LLCs

Idaho law is mild in one respect that matters: Part 5 of its business entity chapter contains no late fee, no back fees and no civil penalty for a foreign LLC that did business before registering. What it has is a court bar and an injunction, both described below. An LLC does still have to register before doing business, and the Secretary of State's FAQ says plainly that a company formed in another state "must register" before doing business in Idaho.

The filing has no form number. The paper version is simply called the Foreign Registration Statement (revised 01/2019), and in the Secretary of State's online system, SOSBiz, it appears as the Foreign Registration Statement (Limited Liability Company) under Foreign Entity Registration. Idaho Code §§ 30-21-502 and 30-21-503 supply the rule that a foreign filing entity may not do business here until it registers and that it must deliver the statement to do so.

The statement covers the LLC's name (plus a separate name to use in Idaho only if it had to adopt one), the entity type, its jurisdiction of formation, and the principal office street and mailing addresses. If the home state requires an office there, that address goes in too. It also asks for a mailing address for correspondence, which the instructions describe as where you want future reports sent, the registered agent's name and Idaho street address, and the name, capacity and mailing address of at least one governor, meaning a member or manager for an LLC.

The fee is $100 online. On paper, Idaho adds a $20 manual processing fee for any form not generated by its electronic filing system, so the Business Forms page shows $120 in total, and it describes filing online as the fastest route. The pages we checked state no separate card charge. Our checkout charges $199 for the preparation and passes along the $100 filing fee, making $299 today.

A certificate of existence is required, as § 30-21-503(b) states, issued by the home-state officer responsible for the entity's public organic record. The form's instructions put a limit on its age: it must be dated within 90 days of filing in Idaho. Certificate of existence and certificate of good standing are the same thing for this purpose.

One caution comes straight from the form: a certified copy of the articles of organization or a certificate of tax status will not be accepted in place of it. Your home state's filing office issues the certificate, at whatever price that state sets, and you need it on hand when the Idaho statement goes in. One Idaho web page lists the certificate requirement only for corporations and limited partnerships, but the statute, the form and the FAQ all cover LLCs.

Idaho Code § 30-21-505 starts from the list of what does not count. It names eleven activities:

• litigation matters, including mediation, arbitration and settlements;
• meetings of interest holders or governors, and other internal affairs;
• accounts held at financial institutions;
• offices or trustees that handle the entity's own securities;
• sales made through independent contractors;
• orders that only turn into contracts once accepted outside Idaho;
• taking on debt, mortgages or security interests;
• securing or collecting debts, enforcing the security behind them, and holding or maintaining property taken that way;
• an isolated transaction outside any pattern of similar transactions;
• owning property "without more"; and
• doing business in interstate commerce.

Unlike lists in Texas and several other states, Idaho's isolated-transaction item has no 30-day limit. Being an interest holder or governor of an entity that does business here does not, by itself, mean you are doing business. The section also says it does not decide which activities subject an entity to service of process, taxation or regulation. For a close case the Secretary of State suggests talking with a legal or tax professional.

Under § 30-21-301, a foreign entity's registration name has to stand apart in the state's files from names already existing, registered or reserved. Words such as "limited liability company" or "LLC" are ignored when comparing, so adding one will not rescue a name that is already taken. If your name does not comply, § 30-21-506 has you adopt an alternate name for Idaho, and it goes in item 2 of the form. Such an alternate name need not satisfy Idaho's assumed or fictitious name statute. Name reservation, if you want to hold a name first, is $20.

Every registered foreign entity must designate and keep a registered agent in Idaho (§ 30-21-402), and the designation affirms that the agent consented to serve. The Secretary of State asks for a physical street address in Idaho, with no P.O. box (and no commercial mail box either), and says the agent must be available during normal business hours. An Idaho-resident individual qualifies, as does a business entity authorized to do business here. A DBA cannot serve. Entities may serve, so the role is not limited to individuals.

Under § 30-21-502, a foreign LLC doing business in Idaho without being registered may not maintain an action or proceeding here. Its contracts and acts remain valid, and it can still defend a case. Doing business here unregistered does not, by itself, waive the liability limits of members and managers. Under § 30-21-512 the attorney general may bring an action to stop the entity from doing business in breach of the chapter. No fine or per-year charge appears in the sections we read.

Once registered, the LLC files an annual report, and the fee for it is $0. It is due before the end of the month in which the LLC registered, starting one year after, and most can be filed online through SOSBiz. The report matters despite being free: Idaho may terminate a registration for not delivering it, for having no registered agent, or for not filing a statement of change within 30 days of a change in the agent's name or address. The termination notice takes effect no sooner than 60 days after delivery, and fixing each problem before then keeps the registration.

Amending the statement for a changed name costs $30 online, and the paper form brings that to $50 with the manual fee. Idaho tax permits may also apply to your business.

To leave, the LLC files a Withdrawal of Foreign Registration Statement. Online it costs $20, and on paper $40. In it, the LLC says it no longer conducts business in Idaho, ends its agent's authority and supplies an address for any future service of process.

You provide the company details and the home-state certificate, and we prepare the Foreign Registration Statement and file it with the state. The Idaho registered agent is included without charge for a full year; the next year costs $149. If your company is served with a lawsuit, the papers delivered to our office are scanned and uploaded on that business day, at no cost.

The payment today is for the filing and year one of agent service. The annual report and any tax filings remain yours. We are a filing service, not attorneys.

Corporations can register through the same checkout, and for them the fee and total today match the LLC figures: $299.