Professional Drafting Disclaimer
This template is provided for general informational purposes only and does not constitute legal advice. Use of this template does not create an attorney–client relationship. Statutory and regulatory requirements change; you must verify current Idaho law and adapt this form to the specific facts and entity type involved. Consult competent Idaho counsel before filing.
APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS IN THE STATE OF IDAHO
(“Foreign Qualification Application”)
[Effective Date: ____]
[// GUIDANCE: Select an effective date no later than 90 days after the anticipated filing date (Idaho SOS policy).]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Withdrawal & Termination
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Attachment A – Registered Agent Consent
- Attachment B – Certificate of Good Standing (Home State)
1. DOCUMENT HEADER
1.1 Applicant.
a. Legal Name: [LEGAL NAME OF ENTITY] (“Company”).
b. Entity Type: [CORPORATION / LLC / LIMITED PARTNERSHIP / OTHER].
c. State or Country of Organization: [HOME JURISDICTION].
d. Date of Original Formation: [MM/DD/YYYY].
1.2 Principal Office Address.
[STREET], [CITY], [STATE], [ZIP], [COUNTRY].
1.3 Idaho Registered Agent & Office.
a. Registered Agent Name: [IDAHO REGISTERED AGENT].
b. Registered Office Address (Idaho physical address required—no P.O. Boxes):
[STREET], [CITY], ID [ZIP].
1.4 Effective Date of Foreign Qualification.
The Company elects:
☐ Immediate effectiveness upon filing.
☐ Delayed effective date: [MM/DD/YYYY].
1.5 Recitals.
WHEREAS, the Company is a duly organized foreign entity desiring to transact business in the State of Idaho in compliance with applicable Idaho business entity statutes;
WHEREAS, the Company submits this Application for Certificate of Authority (“Application”) to the Idaho Secretary of State (“Secretary”) and agrees to abide by Idaho law governing foreign entities;
NOW, THEREFORE, the Company hereby applies for authority to transact business in Idaho subject to the terms and provisions set forth below.
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings indicated. Terms defined in one Section shall have the same meaning throughout this document.
“Application” means this Idaho Foreign Qualification Application, together with all Attachments and subsequent amendments.
“Company” has the meaning set forth in Section 1.1.
“Foreign Jurisdiction” means the state or country identified in Section 1.1(c).
“Idaho Code” means the Idaho statutes that govern foreign entities authorized to transact business in Idaho, as amended from time to time.
“Qualified” or “Qualification” means the issuance by the Secretary of a Certificate of Authority under the Idaho Code.
“Registered Agent” means the individual or business entity identified in Section 1.3.
“Secretary” means the Idaho Secretary of State.
[// GUIDANCE: Add any additional defined terms your entity requires.]
3. OPERATIVE PROVISIONS
3.1 Corporate/Entity Existence.
The Company affirms its continued valid existence under the laws of the Foreign Jurisdiction.
3.2 Authority to Transact Business.
Upon issuance of a Certificate of Authority by the Secretary, the Company is authorized to conduct all lawful business activities within Idaho that are within its purpose and powers under its governing documents, subject to Idaho law.
3.3 Duration.
The authority granted herein remains in effect until (a) revocation by the Secretary, (b) voluntary withdrawal under Section 6, or (c) dissolution of the Company in its Foreign Jurisdiction.
3.4 Business Purpose in Idaho.
General character of business: [DESCRIPTION OF BUSINESS ACTIVITIES].
3.5 Name Compliance.
If the Company’s legal name is unavailable in Idaho, the Company will operate under the following assumed business name approved by the Secretary: [ASSUMED BUSINESS NAME].
[// GUIDANCE: Verify name availability with the Idaho SOS before filing.]
3.6 Annual Report Filing Obligation.
The Company shall file annual reports with the Secretary on or before the statutory deadline each year, and pay all associated fees.
3.7 Service of Process.
Service of process on the Company may be made pursuant to Idaho law through the Registered Agent. The Company consents to such service.
4. REPRESENTATIONS & WARRANTIES
The Company, by and through the undersigned authorized officer/manager, represents, warrants, and certifies to the Secretary that:
4.1 Good Standing.
The Company is in good standing in the Foreign Jurisdiction and will attach a Certificate of Good Standing (Attachment B) dated within 90 days of submission.
4.2 Accuracy of Information.
All information contained in this Application and any Attachments is complete, true, and correct.
4.3 Authority to File.
The individual executing this Application is duly authorized to do so under the Company’s organizational documents and applicable law.
4.4 No Conflicts.
Qualification in Idaho and the performance of related obligations do not violate any charter provision, operating agreement, shareholder agreement, or other material contract binding the Company.
4.5 Compliance Commitment.
The Company will comply with all Idaho statutes, regulations, and filing requirements applicable to foreign entities, including amendments thereto.
4.6 Survival.
The representations and warranties herein survive issuance of the Certificate of Authority and remain effective throughout the period of Qualification.
5. COVENANTS & ONGOING OBLIGATIONS
5.1 Maintenance of Registered Agent.
The Company shall continuously maintain a Registered Agent and Registered Office in Idaho.
5.2 Prompt Notice of Changes.
The Company shall file an amended certificate within 30 days of any change in (a) its legal name, (b) principal office address, (c) Registered Agent/Office, (d) business purpose, or (e) entity type/status.
5.3 Annual Report & Franchise Tax.
The Company shall (a) file annual reports each year, (b) pay all franchise taxes or other fees when due, and (c) cure any failure to do so within statutory cure periods.
5.4 Compliance with Idaho Law.
The Company shall comply with all applicable statutes, administrative rules, and ordinances of Idaho, including employment, tax, environmental, and consumer-protection laws.
5.5 Record-Keeping.
The Company shall maintain at its principal office or a designated location, and provide upon request, the records required by Idaho Code.
6. WITHDRAWAL & TERMINATION
6.1 Voluntary Withdrawal.
The Company may voluntarily terminate its Qualification by filing a “Statement of Withdrawal” with the Secretary in accordance with Idaho Code and paying all outstanding fees and penalties.
6.2 Effect of Withdrawal.
Withdrawal terminates the Company’s authority to transact business in Idaho but does not release it from (a) liabilities incurred before withdrawal or (b) the obligation to respond to suits arising from pre-withdrawal activities.
6.3 Administrative Revocation.
Failure to comply with Idaho Code—such as neglecting to file annual reports—may result in administrative revocation of the Company’s authority. Reinstatement is subject to statute.
[// GUIDANCE: Insert timeline and fee information here once verified with current Idaho statutes.]
7. RISK ALLOCATION
7.1 Indemnification of Idaho Officials.
To the fullest extent permitted by Idaho Code, the Company shall indemnify the Secretary and the State of Idaho against any liability arising from (a) false statements in this Application, or (b) the Company’s failure to comply with Idaho law.
7.2 Limitation of Liability.
Nothing herein limits the State of Idaho’s sovereign immunity or extends liability beyond that expressly provided by law.
7.3 Insurance.
The Company shall carry insurance customary for its industry and sufficient to cover its Idaho operations.
7.4 Force Majeure.
Neither filing delays caused by acts of God nor failures of governmental systems shall constitute default; however, statutory deadlines continue to apply unless extended by the Legislature or Secretary.
8. DISPUTE RESOLUTION
8.1 Governing Law.
All matters arising under or relating to this Application are governed by the laws of the State of Idaho (“state_corporate_law”), without regard to conflict-of-laws principles.
8.2 Forum Selection.
Exclusive jurisdiction and venue lie in the [INSERT COUNTY] Business Court of the State of Idaho (“state_business_court”).
8.3 Arbitration.
Not applicable.
8.4 Jury Waiver & Injunctive Relief.
Not applicable.
9. GENERAL PROVISIONS
9.1 Amendments.
This Application may be amended only by filing an Amended Certificate of Authority with the Secretary in compliance with Idaho Code.
9.2 Successors & Assigns.
This Application binds and inures to the benefit of the Company’s successors and assigns; however, any merger, conversion, or domestication affecting the Company’s Idaho status must be separately filed.
9.3 Severability.
If any provision of this Application is held invalid, the remainder shall be enforced to the fullest extent permitted by law.
9.4 Entire Application.
This document, including its Attachments, constitutes the entire filing required for foreign qualification, except as the Idaho Code may otherwise require.
9.5 Electronic Signatures.
The Idaho SOS accepts electronic signatures consistent with the Uniform Electronic Transactions Act and office rules.
9.6 Counterparts.
This Application may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application and certifies under penalty of perjury under the laws of the State of Idaho that the foregoing is true and correct.
Company Name: [LEGAL NAME OF ENTITY]
By: _________
Name: [AUTHORIZED SIGNATORY]
Title: [OFFICER/MANAGER/MEMBER]
Date: [MM/DD/YYYY]
(Notarization—if required by Idaho SOS for paper filings)
State of _ )
County of _____ ) ss.
On this ___ day of _, 20_, before me, the undersigned, a Notary Public in and for said state, personally appeared ________, known or identified to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same on behalf of said entity.
Notary Public
My Commission Expires: __
11. ATTACHMENT A – REGISTERED AGENT CONSENT
The undersigned Registered Agent hereby acknowledges and accepts appointment as Registered Agent in Idaho for [LEGAL NAME OF ENTITY].
Registered Agent: _____
Signature: _______
Date: [MM/DD/YYYY]
12. ATTACHMENT B – CERTIFICATE OF GOOD STANDING (HOME STATE)
[Attach an original or certified copy dated within 90 days of filing.]
[// GUIDANCE: Many states issue an electronic “Certificate of Existence” that is acceptable to Idaho. Confirm formatting and fees.]
Filing Checklist
☐ Completed, signed, and (if applicable) notarized Application
☐ Attachment A – Registered Agent Consent
☐ Attachment B – Certificate of Good Standing
☐ Filing fee (check current fee schedule)
☐ Name reservation (if applicable)
☐ Mailing cover letter and self-addressed stamped envelope (for paper filings)
[// GUIDANCE: Idaho SOS offers online filing with faster processing and lower fees for many entities.]
Final Reminder
Always verify the latest Idaho Secretary of State forms, fees, and statutory references before filing.