Protected and Registered Series LLC Formation Requirements in Idaho
At a glance
| Governing act and covered entity | Idaho Code, Title 30, ch. 25, Idaho Uniform Limited Liability Company Act; ordinary domestic LLC (§§ 30-25-101, -201). |
|---|---|
| Domestic series route | No domestic protected/registered/designated series route in current complete Chapter 25 and Title 30 index; § 30-25-201 forms an ordinary LLC. |
| Parent LLC authorization and notice | Ordinary certificate may add terms within statutory limits; no domestic series authorization or liability notice procedure (§ 30-25-201(c)). |
| Who creates a series and when | N/A to domestic series; one or more organizers deliver an ordinary LLC certificate, and the LLC forms when it takes effect (§ 30-25-201(a),(d)). |
| Series-level public filing | N/A to domestic series; the statute names an ordinary certificate of organization and bars operating-agreement filing (§ 30-25-201(a),(c)). |
| Series name | N/A to domestic series; ordinary certificate states the LLC name (§ 30-25-201(b)(1)). |
| Records and associated assets | N/A to domestic series; Chapter 25 contains no statutory series asset-association procedure. |
| Statutory asset segregation | No parent/series or interseries segregation rule in current Chapter 25; § 30-25-201 addresses formation of the ordinary LLC. |
| Changes and termination | N/A to domestic series; current Chapter 25 has no series designation, cancellation, or series winding-up record. |
| Outside scope and effect limits | Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
Ordinary LLC formation under current Chapter 25
Idaho Code § 30-25-101 names the LLC Act. Under § 30-25-201(a), one or more organizers form an LLC by delivering a certificate of organization for filing. Its ordinary LLC name is required under § 30-25-201(b)(1), and the LLC forms when that certificate becomes effective under § 30-25-201(d).
The current official Title 30 chapter index places the LLC Act in Chapter 25; the complete current Chapter 25 contains no domestic protected-, registered-, or designated-series establishment provision or statutory parent/series liability-segregation rule.
What trips people up
Under § 30-25-201(c), the ordinary LLC certificate may include additional terms within statutory limits, but the Secretary of State does not accept operating agreements for filing. Those ordinary-document provisions do not establish a protected series or provide a statutory interseries liability rule.
Common questions
Does an internal division become a protected series when the LLC forms? No. Section 30-25-201(d) concerns the ordinary LLC's effective formation. The current chapter has no separate domestic series establishment event.
Can an operating agreement be filed as a series designation? Section 30-25-201(c) says the Secretary of State will not accept an operating agreement for filing; current Chapter 25 supplies no domestic series designation filing.
Statutes and sources
- Idaho Code § 30-25-101: “This chapter may be cited as the "Idaho Uniform Limited Liability Company Act."” https://legislature.idaho.gov/wp-content/uploads/statutesrules/idstat/Title30/T30CH25.pdf (accessed 2026-09-27).
- Idaho Code § 30-25-201(a): “One (1) or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization.” https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-201/ (accessed 2026-09-27).
- Idaho Code § 30-25-201(b)(1): “The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code;” https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-201/ (accessed 2026-09-27).
- Idaho Code § 30-25-201(c): “A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-25-105(c) and (d), Idaho Code, in a manner inconsistent with that section.” https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-201/ (accessed 2026-09-27).
- Idaho Code § 30-25-201(c): “The secretary of state shall not accept operating agreements for filing.” https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-201/ (accessed 2026-09-27).
- Idaho Code § 30-25-201(d): “A limited liability company is formed when the certificate of organization becomes effective.” https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25/SECT30-25-201/ (accessed 2026-09-27).
Source links
Every statute quoted above, linked, with the date we checked it.
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