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Start Your Idaho Incorporation

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State Processing Times and Fees

Nearly every state has standard processing times, but not all have expedited processing for filing a corporation. We have a list of the average wait times in all states for both standard and expedited filings.

Idaho charges a filing fee for incorporating. Visit “compare pricing” in our incorporation center to see all state fees for Idaho.

Choosing Between an Idaho S Corp and C Corp Tax Designation

There are similarities between an Idaho S Corp and a C Corp regarding personal liability, management, structure and compliance. The differences in Idaho come down to the following:

  • Ownership Rules: A C Corp is responsible for its own debts, and it pays its own taxes. You can have an unlimited number of shareholders. Revenues can be doubly taxed when the owners pay taxes on corporate profits they receive as dividends. However, they're not taxed on the corporation's undistributed profits. An S Corp is taxed like a partnership with a “pass-through” structure. It can pass its profits and losses to its shareholders. Shareholders pay taxes on their share of the profits at their individual tax rates. To form an S Corp in Idaho, your business must be a domestic corporation, provide only one class of stock, have less than 100 shareholders, and your shareholders are limited to individuals, certain trusts or estates.
  • Documents: If you decide to form an S Corp, you must file IRS Form 2553 to elect this status.

Personnel Requirements

Each state has its own personnel requirements for corporation. In Idaho, they include the following:

  • Age requirement: There is no age requirement.
  • Number of directors: Your corporation must have at least one director.
  • Residency: There is no requirement that directors live in the state.

Other Requirements for Your Articles of Incorporation

You must also include the following in your Articles of Incorporation in Idaho.

You must appoint a registered agent. A registered agent is a person or business who receives important tax, government and legal documents for your corporation, including service of process of lawsuits. Idaho requires that you include the name of your registered agent in your Articles of Incorporation. Your agent must have a physical address in the state. We can help you designate your registered agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in Idaho:

  • The name and address of each incorporator.
  • The number of shares authorized to be issued.

Other Required Paperwork

Idaho requires that you file additional paperwork with your Articles of Incorporation, including an annual report. The report must be submitted to the Idaho Department of State before the end of the anniversary month of your incorporation. Failure to do so can jeopardize your corporate status.

Guidelines for Your Name

Your corporate name should be unique and make a statement about your business. Make sure it complies with the following Idaho requirements:

  • Your name should be distinguishable from that of any other registered business in Idaho and end with “Company,” “Corporation,” “Corp.,” “Incorporated,” “Limited,” or an abbreviation of one of these terms.
  • Your corporation's name cannot be deceptive. If you're selling dry goods, don't name your company "Sal’s Idaho Spuds."
  • Ensure that your name is distinguishable from all other existing corporate names.

Idaho Corporate Taxes & Reports

Yes, you do have to pay taxes for your new corporation. Before beginning business, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.

Many business owners choose S Corps because they're generally exempt from corporate income tax and there is no double taxation. A C Corp offers more flexibility, because you can have several classes of shareholders with different voting rights. However, there are some tax implications.

Keeping Corporate Records and Ongoing Filing Requirements

Idaho requires that corporations create corporate records to maintain their corporate status, such as bylaws and corporate minutes. Bylaws ensure your corporate compliance and set forth your company’s operating rules and structure. Although you don't have to file your bylaws with the state, you'll need them to demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.

Keeping meeting minutes of your director and shareholder meetings is also mandated by the state of Idaho. Your corporate minutes should be maintained at your corporate office with other business records. The minutes keep track of all votes on your important business decisions and help you to secure your corporate status.

We have more detailed information regarding Idaho's requirements for bylaws and meeting minutes.

Best of luck with your new Idaho corporation! We have all the legal documents, filing and tax information you'll need to get started.

This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.


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