How to Incorporate in Idaho

Idaho Secretary of State—Business Entities
PO Box 83720
450 N 4th Street
Boise, ID 83720-0080

208.334.2301 telephone
208.334.2080 facsimile

Statutory Authority: Idaho Business Corporation Act — Idaho Code § 30-1 (2012)

Idaho Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. If paying by credit card complete the “Credit Card Payment Transmittal Form.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, a photocopy of each, and filing fees to the Idaho Secretary of State.

Idaho Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Idaho:

1. Company name
2. Number of authorized shares
3. Name and street address of registered agent
4. Name and address of the incorporator
5. Mailing address for future correspondence, e.g., annual report notices
6. Optional articles
7. Signature and typed name of incorporator

Idaho Incorporation Fee Schedule

Name reservation: $20.00
Articles of Incorporation: $100.00
Certificate of Authority: $100.00
Expedited service: $20.00
Certified copy: $10.00
Annual report: no fee

Company Name

Your company name must end with a corporate designator. In Idaho the specific corporate designators are: “Corporation” “Incorporated” “Company” “Limited” “Corp.” “Inc.” “Co.” “Ltd.”

Conduct an entity name search on the Idaho Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Legal Entity Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Idaho requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Idaho resident or active Idaho business entity that has an Idaho street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mail boxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Idaho resident and have an Idaho street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Idaho corporation. Nevertheless, Idaho permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights, and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post Formation and Ongoing Compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meetings.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File annual business entity report.

How to Incorporate in Idaho
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