Idaho Limited Liability Company Certificate of Organization
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About this Form
A certificate of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within the State of Idaho. It sets forth the name of the proposed company, the registered agent for service of process, and the address of the place of business, among other information. The purchased version of this form is guaranteed compliant with the laws of the State of Idaho. It comes complete with instructions and filing information for creating an LLC within the state.Online Filing Availability
Idaho accepts the filing of a certificate of organization form online via the Idaho Secretary of State's online system for e-filing documents.Name Availability & Requirements
The requirements for naming an LLC within the state are set forth in I.C. § 30-21-301 and I.C. § 30-21-302(d). The limited liability company name must be distinguishable on the records of the Idaho Secretary of State. The name must contain the words Limited Liability Company, Limited Company or the abbreviation L.L.C., L.C. or LLC. If the entity is a professional limited liability company the name must contain the words Professional Limited Liability Company or the abbreviation P.L.L.C. or PLLC. The name may not infringe on any registered trademark.One may determine the availability of a proposed business name for use within Idaho by querying the state's official Business Search tool.
Required Fees
Idaho imposes a fee of $100 for the filing of the certificate of organization. If not filed electronically, the filing will incur an additional $20 fee for manual processing. Paper filings must include the correct bar code on the top of the document, or the state will reject the filing. The purchased version of this document contains the bar-coded element required by the state. Eight-hour expedited service is available for an additional $40, and same-day service is available for an additional $100 but must be received by 1:00 pm MST.Statutory Authority & Requirements
The statutory authority for an LLC within the state is the Idaho Uniform Limited Liability Company Act (I.C. § 30-25-101 et seq). The act governs the internal affairs of an LLC and the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of an LLC.The statutory requirements for a valid certificate of organization filing are set forth in I.C. § 30-25-201. The text of the statute reads as follows:
30-25-201. FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION.
(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.
(b) A certificate of organization must state:
(1) The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code;
(2) The street and mailing addresses of the company’s principal office;
(3) The information required by section 30-21-404(a), Idaho Code;
(4) The name and mailing address of at least one (1) governor of the company; and
(5) If the company is a professional entity, a statement that the company is a professional limited liability company and the principal profession or professions for which the company’s members are duly licensed or otherwise legally authorized to render professional services.
(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. However, a statement in a certificate of organization is not effective as a statement of authority. The secretary of state shall not accept operating agreements for filing.
(d) A limited liability company is formed when the certificate of organization becomes effective.
30-21-404. DESIGNATION OF REGISTERED AGENT.
(a) A registered agent filing must be signed by the represented entity and state:
(1) The name of the entity’s commercial registered agent; or
(2) If the entity does not have a commercial registered agent:
(A) The name and address of the entity’s noncommercial registered agent; or
(B) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices or demands are to be sent.
(b) The designation of a registered agent pursuant to subsection (a)(1) or (2)(A) of this section is an affirmation of fact by the represented entity that the agent has consented to serve.
(c) The secretary of state shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) Be available for at least fourteen (14) calendar days;
(2) List in alphabetical order the names of the registered agents; and
(3) State the type of filing and name of the represented entity making the filing.
IDAHO LIMITED LIABILITY COMPANY
CERTIFICATE OF ORGANIZATION
ARTICLE I. Name:
The name of the Limited Liability Company is: _______________________________________. (Must contain the words Limited Liability Company, Limited Company or the abbreviation L.L.C., L.C. or LLC.)
ARTICLE II. Address:
The street and mailing addresses of the principal office of the Limited Liability Company are:
Street Address:
_______________________________________
_______________________________________
_______________________________________
(The street address must be a physical office location, not a post office box.)
Mailing Address:
_______________________________________
_______________________________________
_______________________________________
ARTICLE III. Registered Agent and Registered Office:
(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Idaho registration. Pursuant to Idaho statute IC 30-21-404b, "[T]he designation of a registered agent . . . is an affirmation of fact by the represented entity that the agent has consented to serve." Please contact your selected Registered Agent for further instruction, as their business processes may require you to send the filing documents to them for acceptance and submission.)
The name and the Idaho street address of the registered agent are:
_______________________________________ Name
_______________________________________ Idaho street address (P.O. Box NOT acceptable)
_______________________________________ City, State, Zip
ARTICLE IV. The name and address of each governor of the Limited Liability Company are as follows: (note: only one governor is required)
_______________________________________ Name
_______________________________________ Idaho street address
_______________________________________ City, State, Zip
_______________________________________ Name
_______________________________________ Idaho street address
_______________________________________ City, State, Zip
_______________________________________ Name
_______________________________________ Idaho street address
_______________________________________ City, State, Zip
_______________________________________ Name
_______________________________________ Idaho street address
_______________________________________ City, State, Zip
(If more governors exist, please use attachments or insert within the document as necessary.)
ARTICLE V. Other provisions, if any.
______________________________________________________________
______________________________________________________________
______________________________________________________________
SIGNATURE OF ORGANIZER:
I understand that the information I provide on this document is public information and will appear online and on copy requests exactly as I key it into the system. I certify that I am the person whose signature appears on the filing, that I am authorized to file these documents on behalf of the business entity to which they pertain, and that the information I am submitting is true and correct to the best of my knowledge. Intentionally filing a false document may result in criminal or civil liability. I certify that the undersigned, acting as organizer(s) of a limited liability company under the Idaho Limited Liability Companies Act, submits the Certificate of Organization as entered.
The Certificate of Organization must be signed by an organizer.
______________________________________________________________
Signature of a member or an authorized representative of a member.
______________________________________________________________
Typed or printed name of organizer
Other Forms You May Need
- Idaho Limited Liability Company (LLC) Operating Agreement (Manager-Managed) with Essential Organizational Resolutions
- Idaho Limited Liability Company (LLC) Operating Agreement (Member-Managed) with Essential Organizational Resolutions
Instant Download - Only $9.99
- Professional Adobe PDF formatting
- Fully editable & reusable
- Lifetime updates
- Accuracy guarantee