Idaho LLC Formation Requirements

Articles of Organization: To form an LLC in Idaho, articles of organization must be filed with the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The street address of the LLC’s registered office in Indiana
  • The name of the LLC’s registered agent at that office
  • A statement as to whether the LLC is to be manager-managed, and if so, the names and business addresses of the initial manager or managers, or if the LLC is to be member-managed, then the names and addresses of the initial member or members

Filing

Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the Secretary of State finds that they are in compliance with state requirements. The document must be executed by:

  • A manager if manager-managed
  • A member if member-managed
  • An organizer if the LLC has not been formed
  • An attorney-in-fact, or
  • A fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary

The person executing the document shall sign it and state beneath or opposite his signature the person’s name and title (the capacity in which the person signs). The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person over the age of 18 or entity may form a LLC. The natural person or entity need not be a member of the LLC.

  • Minimum Number of Organizers: One or more natural persons or business entities
  • Eligibility: An organizer may be an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may resign by giving 30 days written notice to all other members, or as provided in the operating agreement, unless the operating agreement prohibits withdrawal
  • If the member has the power to withdraw but the withdrawal is a breach of an operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the LLC may recover damages for breach of the operating agreement or as a result of the wrongful conduct, including the reasonable costs of obtaining replacement of the services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law
  • Withdrawal before expiration of a term is a breach of the operating agreement unless otherwise provided in an operating agreement

Contribution

The contributions of a member to the limited liability company may be in cash, property, services rendered, guarantee of an obligation of the limited liability company, a promissory note or other obligation to contribute cash or property or to perform services, or other valuable consideration.

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