Domestic LLC Formation Filing Requirements in Idaho
At a glance
| Governing law and filing record | Idaho Uniform Limited Liability Company Act within Uniform Business Organizations Code; SOS Certificate of Organization for ordinary domestic LLC (Idaho Code §§ 30-25-101, -201) |
|---|---|
| Organizer and signature | 1+ persons organize; at least 1 organizer signs, or authorized agent signs and affirms authority. Signature affirms material truth under perjury penalties (§§ 30-25-201(a), -203; 30-21-209) |
| Required entity and purpose terms | Distinguishable name with “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” No purpose or duration clause; Act supplies broad powers (§§ 30-21-301, -302(d); 30-25-109, -201) |
| Addresses and service fields | Principal-office street/mailing addresses or narrow consenting commercial-agent substitute; agent filing information; paper form also requires correspondence mailing address (§§ 30-25-201(b)(2)–(3), 30-21-403 to -404; SOS) |
| Management and owner disclosure | Name and mailing address of 1+ governor—manager if manager-managed, member if member-managed. Form need not identify which; no ownership percentage (§§ 30-21-102(19), 30-25-201(b)(4); SOS form) |
| Optional and restricted provisions | May attach other statements, including delayed date, but not operating agreement. Certificate cannot vary § 30-25-105(c)/(d) limits or act as statement of authority (§ 30-25-201(c); SOS form) |
| Filing method, fee, and attachments | SOSBiz online $100; typed paper form by mail/in person $120 including $20 manual fee. No ordinary attachment; professional LLC material excluded. Unpaid filing may be deleted (SOS form/page) |
| Formation and effective date | Formed when certificate is effective: filing time, later same-day time, or delayed date/time ≤90 days. Before effectiveness, signers may file withdrawal (§§ 30-25-201(d), 30-21-203 to -204) |
| Publication and initial follow-up | No formation publication or initial report under current statute/form. Annual report first due by end of formation anniversary month beginning 1 year after effectiveness (§ 30-21-213(c); SOS) |
Requirements one by one
Governing law and filing record
Idaho forms an ordinary domestic LLC under the Idaho Uniform Limited Liability Company Act by filing a Certificate of Organization with the Secretary of State under § 30-25-201.
Organizer and signature
One or more persons may organize the company, with no member-status condition. Under § 30-25-203, at least one organizer signs the initial certificate. An authorized agent may sign and thereby affirms authority. Idaho Code § 30-21-209 also makes every entity-filing signature an affirmation under the penalties of perjury that the material facts are true.
Required entity and purpose terms
The name must be distinguishable in the Secretary of State's records and use “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” Those rules are in § 30-21-301 and § 30-21-302(d). The certificate does not require a purpose or duration clause. Idaho Code § 30-25-109 gives the LLC power to do what is necessary or convenient to carry on its activities and affairs.
Addresses and service fields
Ordinarily, the certificate gives the principal office's street and mailing addresses. Effective July 1, 2026, an LLC may instead use its commercial registered agent's street and mailing addresses only if it attests that its only physical location is residential and the commercial agent maintaining the registered office consents.
The filing also gives the registered-agent information required by § 30-21-404. That means a commercial agent's name, or a noncommercial agent's name and Idaho address under § 30-21-403, or a qualifying internal office/position and address. The current paper form additionally requires a mailing address for future correspondence and annual-report notices.
Management and owner disclosure
At least one governor's name and mailing address is public. For an LLC, a governor is a manager in a manager-managed company or a member in a member- managed company under § 30-21-102(19). The current form says the filer need not identify which role applies. It requires no ownership percentage or list of every owner.
Optional and restricted provisions
Other statements may be attached. They cannot override the nonwaivable and manifest-unreasonableness limits incorporated through § 30-25-105, and the certificate does not function as a statement of authority. The Secretary of State will not accept the operating agreement for filing.
Filing method, fee, and attachments
SOSBiz online filing costs $100. A typed paper certificate filed by mail or in person costs $120, consisting of the $100 base fee and a $20 manual- processing fee. The ordinary filing has no mandatory attachment. Professional- entity materials fall outside this row.
Formation and effective date
The LLC forms when its certificate takes effect. The default is the filing date and time, but the certificate may state a later time that day or a delayed date and time no more than 90 days after filing under § 30-21-203. Because the paper form has no delay field, the form instructions permit other statements in an attachment.
Before effectiveness, the filer may submit a statement of withdrawal. Idaho Code § 30-21-204 specifies the signer and agreement rules for that withdrawal.
What trips people up
The 2026 commercial-agent address option is narrow. It is not a general privacy election for any LLC; both the no-nonresidential-location attestation and the commercial agent's consent are required.
Idaho requires no formation newspaper publication or separate initial report. The annual report is recurring and begins one year after the certificate becomes effective, due by the end of the formation anniversary month under § 30-21-213(c).
The governor disclosure is not necessarily a full owner list. A manager-managed LLC names at least one manager; a member-managed LLC names at least one member.
Common questions
Must the organizer be the disclosed governor?
No. The statutes treat organizer signature and governor disclosure as separate requirements and impose no identity requirement between them.
Does a commercial registered agent sign the certificate?
No separate agent signature is required. Under § 30-21-404(b), designating the named agent is the LLC's affirmation that the agent consented. The 2026 principal- office substitute separately requires the commercial agent's consent to address use.
Is the paper fee still $100?
The base fee is $100, but the Secretary of State adds a mandatory $20 manual- processing fee to paper submissions, making the ordinary paper total $120.
Statutes and sources
- Idaho Code §§ 30-25-101, -105, -109, -201, and -203 — Act name, powers, required and optional certificate terms, organizer signature, formation, and nonwaivable limits. Official Legislature pages, accessed July 29, 2026.
- Idaho Code §§ 30-21-102, -203, -204, -209, -213, -301, -302, -403, and -404 — governor definition, effective date and withdrawal, perjury affirmation, recurring report, name, and agent filing. Official Legislature pages, accessed July 29, 2026.
- Idaho Secretary of State Certificate of Organization, rev. 04/2026 — current paper fields, 2026 address alternative, organizer execution, correspondence mailing, attachments, and paper fee. https://archive.sos.idaho.gov/CORP/forms/LLC/LLC%20Cert%20Org.pdf (accessed July 29, 2026).
- Idaho Secretary of State Business Forms — SOSBiz route, $100 base fee, and mandatory $20 paper manual-processing fee. https://sos.idaho.gov/business-forms/ (accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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