The Idaho LLC operating agreement is a legal document that will allow the members to put into writing the policies and standard operating procedures that would best serve the company, whether the company is member-managed or whether a manager is put into place to manage on their behalf.
Although the State of Idaho does not require the document, in order to operate an entity inside of the State, it would absolutely be in the best interest of the member(s) to complete and have the document in place. The document separates the personal property and financial assets of the member(s) from the business debt. This document is required in order to keep the company member(s) from vulnerabilities, in the event of any litigation, bankruptcy, or failure in business. Implementation of the document will also offer tax benefits that would not be available otherwise.
The member(s) should carefully review the entirety of the document. Doing so will ensure that the members have a clear understanding of the document. Should the member(s) experience difficulty with the language, the member(s) may wish to arrange a consultation with a knowledgeable attorney.
Table of Contents
Multi-Member – For use by an entity with multiple members who would like to establish member-management policies and procedures in writing.
Single-Member – For use by a business with only the owner serving as management, who would like to establish in writing the daily business and operating procedures.
Prior to filing your LLC in the State of Idaho, it is recommended that you conduct a of the Secretary of State records to ensure the availability of your preferred business name. The Secretary of State will reject all applications submitted with duplicate or similar names. You may proceed to file your LLC once you have confirmed that your operating name is indeed available.
Step 1 – Nominate a Registered Agent
Each LLC in Idaho is required to elect a Registered Agent. The Registered Agent may be an individual residing in the State or a legal business entity with authorization to transact business in the State.
Step 2 – Complete the Filing
Download the application below which matches your particular entity type. The document may be completed on your computer or printed and filled in using black ink.
- Domestic – Form a new LLC in Idaho
- *Foreign – Expand a preexisting LLC into Idaho
*Foreign applications must be accompanied by a Certificate of Existence (or like document) issued in the initial jurisdiction and dated no more than ninety (90) days prior to filing with the Secretary of State.
Step 3 – Filing Fee
The filing fee varies based on whether your application is typed or filled in by hand. Typed documents require a fee of $100 while those filled in by hand cost $120. Attach a check made payable to the ‘Idaho Secretary of State’ to cover the filing cost and send all articles to the below address (include an addition $20 if you’d like to expedite your filing).
Office of the Secretary of State, 450 N 4th Street, PO Box 83720, Boise, ID 83720-0080
Step 4 – LLC Operating Agreement
An LLC operating agreement may be used in the event of a legal dispute as it provides proof that the LLC and its assets are separate from those of the member(s). There is no legal obligation to file this document in the State, though it is recommended that one be drafted to help organize the structure of the LLC’s internal affairs.
Step 5 – Employer Identification Number (EIN)
New LLCs would be wise to apply for an Employer Identification Number (EIN) immediately after filing with the Idaho Secretary of State. This unique identifier is used by the Internal Revenue Service (IRS) to keep track of the financial activity of all business entities operating within the country. To apply, complete the or submit Adobe PDF Form SS-4 by mail.
Step 1 – Establish the Document – Submit the company name in the first line of the document.
Step 2 – The Agreement – Submit the date that the members shall enter the agreement.
- Select and check the applicable box
- After checking the box, read and enter all of the required information into the selected section
- Single-Member – Submit the name of the company. Submit the name of the state where the company shall be situated. Enter the name of the owner. Provide the owner’s business address
- Multi-Member – Enter the names and addresses of all members
Step 3 – Name and Principal Place of Business – Provide the following:
- The company name
- The address where the business shall reside
- The city where the business shall be located
Review the remaining information. Enter all required information.
- Provide the date in which the company is formed, in dd/mm/yy format
- Read the information contained in the following two titles:
Member Capitol Contributions –
- Check the box that applies
- Single-Members – Read the information provided within the paragraph
- Multi-Members – Submit the names and the contribution of all members
- The members must review the remaining information as follows:
Distributions – Review all the information under this title:
- Check the appropriate box
- Single-Members – Read all of the information located behind the box
- Multi-Members – Provide each member’s name. Submit each member’s Percentage of Interest/Ownership
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Member(s) must read all information behind the checked box
Proceed by carefully reviewing all of the titles as follows:
- Bank Accounts
- Management of the Company
- Check the applicable box
- Single-Member – Read all of the information provided
- Multi-Members – Review all of the information beyond the box
- Provide the limits allowable and agreed upon by the members
Step 5 – Titled Sections – The members must check the box if applicable. Review all of the information provided as follows:
- Meetings of Members – Enter the date members shall be expected to meet on an annual basis
- Assignment of Interests
- Ownership of Company Property (Single-Member) – Check the box. Review the information under this title
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box and review the information behind the selected box
- Representations of Members
- Certificates Evidencing Membership – Multi-Member – Submit the name of the company. Enter the date the document becomes effective, in dd/mm/yy format
- Indemnification (Single-Members)
Step 6 – Signatures –
- Enter the date that the document is executed, in dd/mm/yy format
- Submit the name of the company
- Submit the signature of a selected company representative
- Members must submit signatures
Once the document is complete and all aspects of the agreement have been agreed upon, copies must be provided to the respective members for record keeping.