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Idaho Foreign Registration Register in Idaho

Idaho Foreign Registration · How to register

How a foreign LLC registers in Idaho, from first decision to withdrawal

A foreign LLC registers in Idaho by filing the Foreign Registration Statement with Idaho's Secretary of State for a base fee of $100, attaching an existence certificate from the home state that is under 90 days old, and naming a registered agent with a physical street address in Idaho. After that the annual report has no fee. What we charge for doing the work is $199.

Register in Idaho

What the statement is

Idaho's rules for foreign entities sit in Part 5 of the Idaho Uniform Business Organizations Code, in Title 30, chapter 21 of the Idaho Code. The code requires a foreign entity to deliver a registration statement for filing (Idaho Code 30-21-503). The statement names the entity's name (and an alternate name if its own does not comply), its type, its jurisdiction of formation, the street and mailing addresses of its principal office and any office its home law requires, the registered agent information, and at least one governor's name and mailing address. The Secretary of State turns that into a single form used for every entity type, which is why this site has one price and one set of steps for LLCs, corporations and the rest.

Step 1: decide whether to register

Idaho makes registration a condition of doing business, and the Code sets out kinds of activity that fall short of it. The form itself points filers to that list, Section 30-21-505. Our registration test page works through the list and the usual situations. The Secretary of State's own FAQ says that a business unsure whether it needs to register should consult a legal or tax professional.

Step 2: fix the name

Item 1 takes the entity's name exactly as printed on the certificate your home state issues. Copy it from the certificate, not from a logo or a website. Item 2 is for an alternate name, needed when the Idaho record already holds a conflicting name or the true name lacks a required corporate ending. A name also has to stand clearly apart in the Secretary of State's database from names already taken or reserved (Idaho Code 30-21-301(a)), and may not suggest a government connection. Once registered under an alternate name, the entity trades in Idaho under that name, under its own name with its jurisdiction added, or under a name its assumed business name filing allows.

Step 3: obtain the certificate from the home state

The Secretary of State requires a certificate of existence or good standing from the home state, dated within 90 days of the filing. The statute describes it as a certificate of existence or a record of similar import signed by the secretary of state or other official having custody of the entity's public organic record in its home jurisdiction. Two details catch people out. The 90 days are counted back from the filing date, so a certificate ordered too early can expire while the rest of the paperwork is finished. And the substitutes some filers try are refused, such as certified articles or a tax-status certificate. Ask the home state for the document it calls a certificate of existence or certificate of good standing.

Step 4: choose the registered agent

Item 8 is the agent. The Secretary of State asks for a street address in Idaho where the agent can really be found, never a P.O. box or commercial mailbox. The agent has to be around during normal business hours. The agent is a person who lives in Idaho or a business entity authorized there. Where you have an Idaho address of your own, you can serve as the agent yourself. By naming an agent the entity states that the agent has said yes (Idaho Code 30-21-404(b)), so ask first. The registered agent page covers hiring, changing and resigning.

Step 5: the type, the jurisdiction and the addresses

Item 3 asks you to tick the entity type from a list that includes general partnership, general cooperative association, limited partnership (including a limited liability limited partnership), statutory trust, business trust or common-law business trust, business corporation, nonprofit corporation, limited liability partnership, limited liability company, or other. Item 4 is the home jurisdiction. Item 5 is the principal office, by street address and by mailing address where that differs. Item 6 applies only where the home state requires an office, and then it takes that office's addresses. Item 7 is an address for later correspondence if it differs from item 5. The Secretary of State mails reports and notices to these addresses, so use ones that are watched.

Step 6: the governor and the signature

Item 9 is a governor, someone with a role in the entity: an officer or director of a corporation, a member or manager of an LLC, a general partner or partner of an LP or LLP. Give a name, a role and a mailing address. The signer gives a typed name and a capacity, for example officer or director for a corporation, member or manager for an LLC, or general partner or partner for an LP or LLP. Add a phone number and email where the Secretary of State can reach you.

Step 7: file and pay

You file in SOSBiz, the online system, or by mail or in person. An SOSBiz account is needed, and where a filing needs a supporting document there is an upload field at the File Online step. The base fee is $100 online. On paper, the form must be typed, it goes with $120, and it is rejected without the processing fee. Faster service costs $40 (expedited) or $100 (same day, submitted before 1 p.m. Mountain time). The Secretary of State may delete a filing from its database if payment is not completed (Idaho Code 67-910(6)).

After you file

The processed-through date is posted and refreshed every five minutes, so you can compare it with your filing date. Expedited service is handled typically within 8 business hours. If a filing is incomplete the office will contact the person you listed, which is why item 9's phone and email matter.

Keeping the registration alive

The yearly obligation is the annual report, which carries no fee and is delivered before the end of the registration month each year, starting a year after registration (Idaho Code 30-21-213). Three lapses can lead to termination: a late report, a missing registered agent, or an agent's new name or address left unreported for thirty days. The notice sets a date at least 60 days ahead, and the entity can cure before then. The annual report page has the detail.

Changes along the way

Three filings cover most changes. The Amendment of Foreign Registration Statement costs $30 and handles a new name, entity type, jurisdiction, principal office address or governor. A new agent or a new registered office address goes on the Statement of Change of Registered Agent, Registered Office, or Both, which has no base fee. A change to the business's mailing address can be made by a signed letter or memo. A name change or a change of jurisdiction needs a fresh certificate from the home state.

Leaving Idaho

An entity that has stopped doing business files the Withdrawal of Foreign Registration Statement. The base fee is $20, $40 on paper. By filing, the entity states that it has stopped doing business, cancels its agent's authority and promises to report any change of its service address. The withdrawal page goes through the form.

A company, start to finish

Consider a Washington LLC that wins a landscaping contract in Coeur d'Alene. It checks the Idaho list of activities and decides the work is ongoing, then orders a certificate of good standing from Washington and finds a local agent. It completes the statement, has its manager sign, and files online for $100. After approval the company diaries the month it registered, because that is when the free annual report falls due each year.

Mistakes that cost time

  • A certificate that is older than 90 days on the day of filing.
  • Substituting a certified copy of the articles for a certificate of existence.
  • Naming an agent whose address is a mailbox.
  • Typing the name from memory instead of copying it from the certificate.
  • Leaving out the contact phone and email.
  • Sending a paper form without the processing fee.

Who signs the later filings

An amendment is signed by an officer or director of a corporation, a member or manager of an LLC, or a partner of an LP. A change of agent is signed by an officer, an LLC member or manager, or a general partner, with the new agent signing to accept, while the agent alone may sign a change of the registered office address. A change of name, entity type or jurisdiction travels with a certificate of existence or good standing, and a certified copy is not taken in its place.

Records to keep

Hold on to the filed statement, the returned registration, the supporting certificate, the agent's agreement and address, every annual report confirmation and any amendment. Business registrations are public records, so anyone can see the Secretary of State's copy; your own file is what shows who signed and when.

What to do if something is rejected

If the office cannot file a statement, it contacts the person named on it, which is why the phone and email in the signature block should be ones somebody reads. Fix the point it names, and resubmit that one statement instead of opening a second filing. If payment was the problem, complete it, because an unpaid filing risks being dropped from the database.

Timing the work

Order the certificate when the rest is nearly ready, since its date starts the 90 day window. While it is on its way, confirm the agent, collect the governor's details and settle who signs. When the certificate arrives, check its date and name, then file the same day, so the 90 day window is barely used.

Choosing the route

Online is the route the Secretary of State recommends. It is cheaper by $20, it takes the certificate as an upload, and it shows the processed-through date for comparison. Paper has one use: a company that has no card or no one able to create an SOSBiz account. The paper form must be typed, which is a nuisance for a one-off filing, and it is rejected if the processing fee is missing. Pick one route and file once; sending both invites a duplicate.

Not covered here

Idaho taxes, licenses and local permits are separate from registration with the Secretary of State, and this guide does not cover them. A corporation uses the same statement, and the corporation page lists the differences.

The guide in numbers

StageIdaho amountNotes
Register online$100Base fee for any entity type
Register on paper$120Includes the manual processing fee
Expedited$40 extraWhere the filing offers it
Same day$100 extraSubmitted before 1 p.m. Mountain time
Annual reportno feeDue in the registration month
Amendment$30Online
Withdrawal$20Online

Registering a foreign LLC in Idaho in order

  1. Check whether registration applies

    Compare your Idaho activity with the list in Section 30-21-505.

  2. Copy the exact name

    From the home-state certificate.

  3. Order the certificate

    Existence or good standing, dated within 90 days of filing.

  4. Name an Idaho agent

    With a physical street address and a yes in hand.

  5. Complete the nine items

    Type, addresses, agent, governor and signature.

  6. File and pay

    $100 online through SOSBiz.

  7. Diary the report month

    The free annual report follows each year.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Guide questions

Can I file by email?

Idaho lists three routes: SOSBiz, mail and in person.

Do I need an SOSBiz account?

Yes, to file online. You create one on the SOSBiz login page.

What if the home state calls its certificate something else?

The statute also allows a similar record, from the official who keeps the entity's founding document in its home state.

How many governors do I list?

At least one. The form asks for the name, capacity and mailing address of each.

Does the statement change my home-state rules?

No, because the law of the home jurisdiction governs the entity's internal affairs and its members' liability.

Where do I send a paper filing?

To the Secretary of State's Boise office; the exact address is on the LLC statement page.

Our fee and Idaho's

Register in Idaho

Idaho

$199

+ $100 Idaho fee

  • Your Foreign Registration Statement, drafted from the details you give us
  • A certificate of existence (certificate of good standing) from the home state, requested and dated for the filing
  • An Idaho registered agent with a street address: ours, or the one you already use
  • Online filing with the Secretary of State, so no paper surcharge applies
  • Renewal: after the first year, the agent service renews at $149 a year
Register in Idaho

Our fee and Idaho's fee show as separate lines, and checkout gives the exact total before you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Opening for business in Idaho?

Tell us what kind of entity you run and its home state. We handle the statement, the certificate and the agent.