Idaho Articles of Incorporation
Idaho articles of incorporation form a corporation by filing Articles of Incorporation - General Business with the Secretary of State for a $100 base fee. Attorney review available.
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Introduction
Idaho is one of the states that charges no annual Secretary of State franchise or privilege tax to keep a corporation alive, and you bring that corporation into existence as a separate legal entity by filing Articles of Incorporation - General Business with the Idaho Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the business. Idaho law requires the articles to set forth the corporation name, a statement of purpose, a registered agent, and the number of shares the corporation is authorized to issue (Idaho Code 30-29-202). The base filing fee paid to the Secretary of State is $100. A paper filing adds a $20 manual processing fee, for a $120 total. The registered agent named in the articles must have a registered office in Idaho and agree to receive legal papers for the corporation. Idaho does not charge an annual Secretary of State franchise or privilege tax to keep the corporation in existence, and the annual report is free when filed online through the SOSBiz portal, due by the last day of the anniversary month each year (Idaho Code 30-21-213). Separately, the Idaho State Tax Commission imposes a $20 minimum corporate income or franchise tax per return. DocDraft builds your Idaho articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Idaho forms a for-profit corporation through the Articles of Incorporation - General Business filed with the Secretary of State, which is the filing that creates the corporation as a separate legal entity.
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You file the articles with the Idaho Secretary of State and pay a $100 base filing fee. A paper filing adds a $20 manual processing fee, for a $120 total. The Secretary of State is the filing office for forming an Idaho corporation.
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Idaho requires the articles to set forth the corporation name, a statement of purpose, a registered agent, and the number of shares the corporation is authorized to issue (Idaho Code 30-29-202).
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The registered agent named in the articles must have a registered office in Idaho and agree to accept legal papers for the corporation. The corporation must keep a registered agent on file at all times (Idaho Code 30-21-404).
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Idaho does not charge an annual Secretary of State franchise or privilege tax to keep the corporation in existence. Separately, the Idaho State Tax Commission imposes a $20 minimum corporate income or franchise tax per return.
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Every Idaho corporation must file an annual report with the Secretary of State, due by the last day of the anniversary month each year (Idaho Code 30-21-213). The report is free when filed online through SOSBiz; a paper filing adds a $20 manual processing fee.
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Articles of incorporation form a corporation. To form an Idaho limited liability company you file a Certificate of Organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Idaho, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Idaho Requirements for Articles of Incorporation
An Idaho for-profit corporation is formed by filing Articles of Incorporation - General Business with the Idaho Secretary of State. The base filing fee is $100, and a paper filing adds a $20 manual processing fee for a $120 total. The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Idaho Secretary of State (Idaho Code 30-29-202).
Idaho articles include a purpose statement that the corporation is formed to engage in any lawful business or activity for which a corporation may be organized under the Idaho Business Corporation Act (Idaho Code 30-29-202).
The articles must name a registered agent with a registered office in Idaho who agrees to accept legal papers for the corporation. The corporation must keep a registered agent on file at all times (Idaho Code 30-21-404).
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles state the designation and number of each class or series (Idaho Code 30-29-202).
Every Idaho corporation must file an annual report with the Secretary of State, due by the last day of the anniversary month each year (Idaho Code 30-21-213). The report is free when filed online through SOSBiz; a paper filing adds a $20 manual processing fee.
Idaho does not charge an annual Secretary of State franchise or privilege tax to keep the corporation in existence. Separately, the Idaho State Tax Commission imposes a $20 minimum corporate income or franchise tax per return; confirm the current figure with the Tax Commission.
Articles of incorporation form a corporation. To form an Idaho limited liability company you file a Certificate of Organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Idaho, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the business. A for-profit corporation is formed by filing Articles of Incorporation - General Business, which sets out the corporation name, its purpose, its registered agent, and the number of shares it is authorized to issue (Idaho Code 30-29-202).
In Idaho, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. To form a limited liability company (LLC) you file a Certificate of Organization instead; an LLC has members rather than shareholders and issues no stock. Both are filed with the Idaho Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Idaho law. Choose the one that matches the entity you want.
You file the Articles of Incorporation - General Business with the Idaho Secretary of State, and the base filing fee is $100. A paper filing adds a $20 manual processing fee, for a $120 total, so filing online through the SOSBiz portal is the lower-cost option. Once the Secretary of State files the articles, the corporation legally exists in Idaho.
Idaho requires the articles to set forth the corporation name, which must be distinguishable from other entities on file and use a corporate designator; a statement of purpose; the name and Idaho registered office address of the registered agent; and the number of shares the corporation is authorized to issue (Idaho Code 30-29-202). The incorporator signs and files the articles.
The registered agent named in Idaho articles of incorporation must have a registered office with an Idaho street address and agree to accept legal papers for the corporation. The agent can be an individual who resides in Idaho or a company authorized to do business in Idaho. The corporation must keep a registered agent on file at all times so the state and other parties know where to serve legal documents (Idaho Code 30-21-404).
Idaho does not charge an annual Secretary of State franchise or privilege tax to keep the corporation in existence, so there is no yearly franchise-tax bill like some states impose. Separately, the Idaho State Tax Commission imposes a $20 minimum corporate income or franchise tax per return; a corporation pays either the income tax or the franchise tax, not both. This is a tax rule, not legal advice, and the amount can change, so confirm the current figure with the Idaho State Tax Commission.
The Idaho annual report is a filing that updates the Secretary of State on the corporation registered agent, principal office, and governors. An Idaho corporation must file it every year, due by the last day of the anniversary month of formation (Idaho Code 30-21-213). It is free when filed online through the SOSBiz portal; a paper filing adds a $20 manual processing fee. Filing on time keeps the corporation in good standing; missing it can lead to administrative dissolution.
In Idaho, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Idaho articles to exist as a corporation and the bylaws to govern it day to day.