Learn how to qualify your LLC to conduct business in Idaho.
If you own a company that was founded in a state other than Idaho, you must qualify or register it in Idaho in order to conduct business there. Here’s a rundown of the requirements for qualifying your international (non-Idaho) limited liability corporation (LLC) to conduct business in Idaho.
It should be noted that both Idaho’s LLC Act and its international company rules are in flux. The LLC Act’s key provisions change on July 1, 2017. With these modifications, and unlike most other states, there is no statute requiring foreign LLCs to be registered. Instead, there will only be a set of regulations that govern the general registration of foreign enterprises. These companies are referred to as “foreign entities” under Idaho law.
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What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Idaho. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in New Hampshire, for example, is a foreign LLC in Vermont.
Making a Living in Idaho
According to Idaho’s LLC Act, if you are “doing business” or “transacting business” in Idaho, you must register your foreign company with the state. (Both phrases are now used in Idaho business legislation.) What exactly does this mean? In fact, Idaho’s business statutes, like those of the majority of states, do not define “transacting business” or “doing business” in connection to foreign registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Idaho law, like other states’, defines some acts that do not constitute conducting business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 30-21-505 of the Idaho Statutes for a complete legal definition of each of the listed objects. If your LLC’s only operation in Idaho is one or more of the activities mentioned above, you should not be required to register with the state.
Declaration of Foreign Registration
You must submit a Foreign Registration Statement with the Idaho Secretary of State to register your company in Idaho (SOS). A blank registration statement form may be downloaded from the SOS website. In contrast to many other states, Idaho provides a one form for all sorts of enterprises (corporations, LLCs, and so on).
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for an Idaho registration application, you must provide:
If necessary, the name of your LLC as registered in the state in which it was formed; an alternate name that your LLC will use while doing business in Idaho (an alternate name is required if your LLC’s original name or something very similar is already being used by an Idaho registered business, or the original name does not comply with Idaho’s LLC naming rules).
the kind of the entity you want to register (an LLC)
the state in which your LLC was founded, the street address of your LLC’s major office if different, the mailing address of your LLC’s principal office if needed by the state in which your LLC was created, and the street and postal addresses of your LLC’s office in that home state
the name and address of your LLC’s registered agent in Idaho, the names and addresses of your LLC’s members or managers, and an authorized signature.
With your application, you must attach a proof of existence or a certificate of good standing. The certificate should be granted by the secretary of state (or an analogous authority) in the state in which your LLC is formed. The certificate must be dated no later than 90 days after you file your registration statement. The baseline filing cost is $100 if the statement is typed and $120 if it is completed in handwritten.
What Happens If You Do Not Sign Up?
If your LLC does business in Idaho without being registered, it cannot file a lawsuit in the state. Furthermore, the Idaho attorney general may take legal action to prevent your LLC from conducting business in the state in the future. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Idaho. Furthermore, an LLC member’s personal responsibility will not be eliminated just because the corporation conducted business in Idaho without being registered.
Creating an Idaho Foreign Corporation
The regulations and standards for international qualifying in Idaho are identical whether your company is structured as a corporation rather than an LLC. You will fill out the same form. For further information, including information and filing methods for registering a foreign company in Idaho, see the Idaho Secretary of State’s website.