Doing Business in Idaho as an Out-of-State LLP

Idaho's business organizations code sorts entities into filing entities, which come into being by filing a public document, and limited liability partnerships, which are handled apart from them. The definition of "filing entity" expressly leaves out the LLP. That is why each foreign registration section in Part 5 speaks of "a foreign filing entity or foreign limited liability partnership": the LLP is named every time.

For you the result is straightforward. Section 30-21-502 stops an LLP governed by another state's law from conducting business in Idaho before it is registered, and the registration uses the same statement as any other foreign entity. Partner-to-partner relations, and each partner's exposure for the firm's debts, stay under home law (30-21-501). An Idaho LLP forms through a separate statement of qualification, and that one is not yours to file.

No definition exists, so Idaho lists exclusions. Section 30-21-505 gives eleven for a foreign LLP:

• Litigation matters: maintaining, defending, mediating, arbitrating or settling
• Internal affairs, partner meetings among them
• Keeping accounts in financial institutions
• Offices or agencies handling transfer and registration of its securities, along with trustees and depositories
• Selling through independent contractors
• Orders by any means that must be accepted outside Idaho
• Debt, mortgages and security interests, created or acquired
• Pursuing unpaid debts, enforcing security, and maintaining property gained that way
• A transaction that stands alone rather than belonging to a series
• Owning property, without more
• Interstate commerce

Professional firms

Many LLPs are law, accounting or other professional practices. Registering leaves the rules for licensed work untouched: a foreign professional entity that serves clients in Idaho remains subject to Idaho law and to the ethics code of its profession (30-21-501). Whether sending a partner to Idaho for a handful of matters amounts to doing business depends on the facts, and a lawyer licensed in Idaho can answer it.

Being a partner does not, alone, put you in the position of doing business in Idaho when the partnership does (30-21-505(b)). Nor does the list decide when Idaho may tax the firm or require it to answer a lawsuit. Other laws govern those questions (subsection (c)).

Filings are handled by the Business Services office of the Secretary of State. Online in SOSBiz the fee is $100. A paper submission adds a $20 manual processing charge, for $120 in total. Expedited handling is an extra $40, and same-day handling an extra $100 when the filing arrives before 1:00 p.m. Mountain time.

Items on the form

• Name, typed as the home certificate reads
• A substitute Idaho name, in case the real one cannot be registered
• Entity type, with the limited liability partnership box checked
• The state where the LLP is registered at home
• Principal office addresses (street and mailing) and the home office, where that state demands one
• A mailing address for correspondence, if it differs
• The Idaho registered agent
• At least one governor: a partner or general partner, with capacity and mailing address
• The signer's typed name, capacity and signature

A certificate is required. Section 30-21-503(b) mentions the foreign LLP by name and requires a certificate of existence, or another document of equal standing, signed by whoever has custody of the partnership's public record in the state where it registered. The form lets the certificate be no older than 90 days at filing and turns away certified articles and tax status certificates alike.

The Secretary of State's forms page lists only corporations and limited partnerships when it describes the rule. The statute and the form go further and reach LLPs, so assume you need the certificate. The registering state issues it and charges its own price, and the firm does the ordering.

Idaho tests the registration name against its records of corporations and other filing entities, qualified LLPs, foreign entities already registered, and names reserved or registered by others. Endings such as "LLP," "L.L.P." and "RLLP" are disregarded in the comparison (30-21-301). A name that fails leads to an alternate name for Idaho, free of the assumed name statute (30-21-506). A reservation is $20.

The agent

After registration the LLP must designate and maintain a registered agent in Idaho (30-21-402), and listing one affirms that the agent agreed to act (30-21-404). The role goes to an Idaho-resident individual or to an entity that the Secretary of State has registered, with a physical Idaho street address either way. Mailboxes of every kind are out, and so are assumed business names. State guidance adds that the agent should be reachable during normal business hours. A company is eligible.

A registered foreign entity must deliver an annual report, and filing it costs nothing (30-21-213). One point is unclear for LLPs: the statute's deadline sentence refers to a foreign filing entity, a term that excludes LLPs. Check the due date on your firm's record in SOSBiz rather than assuming one.

A registration can be ended if the report never comes in, if no agent is in place, or if the firm reports a changed agent name or address more than 30 days late. Notice runs at least 60 days, and fixing each ground first preserves the registration (30-21-511).

• Amending the registration costs $30 online or $50 on paper.
• Leaving Idaho takes a withdrawal filing, $20 online or $40 on paper. The LLP states that it has stopped doing business in Idaho, withdraws its agent's authority and provides an address for future process.
• The State Tax Commission, a different office, issues tax permits.

Idaho's statute centers on lawsuits and gives the attorney general one tool.

• Lawsuits. Until it registers, an LLP doing business here cannot pursue a claim in an Idaho court.
• Agreements. What it signed and did remains valid, and it may still defend itself.
• Partners. A partner's limit on personal liability is not waived merely because registration was skipped.
• Injunction. The attorney general may seek a court order against the firm's unregistered activity.

The chapter levies nothing for filing late, nothing in back fees and no civil fine.

Partnerships fall outside the foreign qualification checkout at Mainstay, which takes LLCs and for-profit corporations alone, so a partner or the firm's attorney files the LLP's registration. What Mainstay offers an LLP is the Idaho registered agent, for $149 yearly, and renewal costs the same. The agent's Idaho address goes on the statement and becomes part of the public file.

When a lawsuit is served on the agent, a scan appears in your account that business day at no cost. Official letters from the state are scanned free, up to three a year. If the LLP is already represented by another agent, Mainstay files the replacement and passes through the state's fee. The company is not a law firm. The Idaho registered agent page has the rest.