Question 1

Do I need a tax clearance certificate from the Idaho State Tax Commission before dissolving my corporation?

Accepted Answer

No, and this is the question that costs Idaho filers the most time. The Tax Commission genuinely issues a Tax Clearance Certificate, and its guide calls it a letter of good standing confirming that a business has filed and paid in full all their taxes as administered by the Idaho State Tax Commission. Any existing business can request this certificate. That is the whole of it. The guide names no filing it is required for, mentions neither dissolution nor the Secretary of State, and asks you to allow 30 days for a written response. Nothing in Idaho Code Section 30-29-1403, in the rest of the dissolution part, or on either Secretary of State form asks for it. Your Idaho income tax obligations survive the dissolution, but they are settled with the Tax Commission on their own schedule, not as a condition of the filing.

Question 2

How much does it cost to file Articles of Dissolution in Idaho?

Accepted Answer

Nothing online, and $20 if you mail paper. Idaho Code Section 30-21-214(b)(38) lists Articles of Dissolution at No fee, and the Secretary of State's own per-form schedule confirms it by what it leaves out: the dissolution row shows only a $20 manual processing fee, while the rows for amendment and incorporation on the same schedule each print a base fee, the $20 charge, and a total. The forms themselves read Base Filing fee: $0.00 plus $20.00 for manual processing. That $20 is the Section 30-21-214(f) surcharge for a form needing manual data entry, and the Secretary of State states that filing online at sosbiz.idaho.gov avoids it. Two optional add-ons exist: $40 for evidence of filing within eight working hours, and $100 for same-working-day service where the filing arrives before 1:00 p.m. mountain time.

Question 3

Which form does Idaho use for a corporation's Articles of Dissolution?

Accepted Answer

There are two, and you are not obliged to use either. The ordinary route is Articles of Dissolution (General Business and Professional Corporations), revision 01/2019. A corporation that never issued shares or never commenced business uses the companion, Articles of Dissolution (General Business and Professional Corporations) (prior to issuing shares or commencing business), revision 12/2018. Neither has a form number. Both carry the same sentence: use of this form is optional, and you may either use this form or draft your own articles of dissolution under the governing Idaho Code section. The ordinary form asks for one thing the statute does not, which is the share vote count, broken into shares entitled to vote, shares voting for, and shares voting against.

Question 4

Who has to approve dissolving an Idaho corporation, and by what vote?

Accepted Answer

The board goes first, then the shareholders. Idaho Code Section 30-29-1402(a) has the board propose dissolution by adopting a resolution authorizing it, and the board must recommend that shareholders approve unless a conflict of interest or other special circumstance applies, in which case it has to tell the shareholders why it is staying silent. Every shareholder must be notified of the meeting, whether or not entitled to vote, and the notice has to state that considering dissolution is a purpose of the meeting. Approval then requires, under Section 30-29-1402(e), the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the proposal to dissolve, unless the articles of incorporation or the board set a higher bar.

Question 5

Can an Idaho corporation that never issued shares use a shorter route to dissolve?

Accepted Answer

Yes, and it skips the shareholders entirely. Idaho Code Section 30-29-1401 lets a majority of the incorporators or initial directors dissolve a corporation that has not issued shares or has not commenced business. The statute uses or, not and, so either condition opens the route, and the Secretary of State's companion form mirrors that by telling you to check one or both boxes. The filing carries six recitals instead of three: the corporate name, the date of incorporation, the no-shares or no-business statement, that no debt of the corporation remains unpaid, that net assets remaining after winding up went to the shareholders if any shares were issued, and that a majority of the incorporators or initial directors authorized it. An initial director or an incorporator signs. The fee is the same, because the fee statute prices Articles of Dissolution as one line item covering both routes.

Question 6

Do I have to notify creditors when I dissolve a corporation in Idaho?

Accepted Answer

No. Both notice routes in Idaho are written with may, not shall, and both open only once the dissolution is already effective. Under Section 30-29-1406 a dissolved corporation may dispose of known claims by writing to its known claimants, and that letter has to describe what a claim must contain, give a mailing address, set a deadline no fewer than 120 days after the notice is effective, and warn that a late claim is barred. A claimant whose claim you reject then has 90 days from the rejection notice to sue. Under Section 30-29-1407 you may also publish, once, in a newspaper of general circulation in the county of your principal office, or in Ada county if you have no Idaho office, or you may post the notice conspicuously on the corporation's own website for at least 30 days. Doing nothing is permitted and simply leaves claims unbarred.

Question 7

How long can someone sue an Idaho corporation after it has dissolved?

Accepted Answer

Longer than most people expect, and the statute prints two different numbers you should know about. Section 30-29-1405(a) keeps the dissolved corporation in existence for winding up with no fixed end date, so there is no survival clock of a set number of years to count down. What does run is the claims bar you buy by publishing. Section 30-29-1407(b)(3) requires the published notice to state that a claim is barred unless a proceeding is commenced within two years after publication, while Section 30-29-1407(c) bars the claimants it lists, including anyone who got no written notice and anyone with a contingent claim, unless they sue within three years of the publication date. Both figures sit in the codified text as printed. Which one governs a given claimant is a question for counsel, and attorney review is available. Separately, Section 30-29-1407(d) lets an unbarred claim reach shareholders, capped at what each one actually received.

Question 8

Does an Idaho Articles of Dissolution filing have to be notarized?

Accepted Answer

No. Neither Idaho dissolution form has a notary block, an acknowledgment or a jurat, and the word notary and its variants appear nowhere in the Idaho Business Corporation Act or the Idaho Uniform Business Organizations Code. The sworn element comes from the act of signing instead. Idaho Code Section 30-21-209(a) provides that signing an entity filing is an affirmation under the penalties of perjury that the facts stated in the filing are true in all material respects. The ordinary form is signed by an officer of the corporation, who prints the name and states the capacity, such as president or secretary. The pre-shares form is signed by an initial director or an incorporator. What the forms do insist on is typing: both say the form must be typed, and the instructions ask you to type the signer's name below the signature.

Idaho Articles of Dissolution

Find out where you stand in Idaho

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Idaho Requirements for Articles of Dissolution

No Tax Clearance and No Tax Commission Consent

The Voluntary Tax Clearance Certificate You Do Not Need

Zero Base Fee, $20 Only If You Mail Paper

Two Optional Speed Surcharges

Board Resolution First, Then a Quorum Majority of Shareholders

Pre-Shares Route by Incorporators or Initial Directors

Creditor Notice Is Elective and Starts After the Filing

Dissolved Is Not Finished, and 120 Days to Change Your Mind

Frequently Asked Questions