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The Idaho LLC operating agreement is a recommended legal document that allows members of both single and multi-member LLCs to create a structure within their business for all members to follow. Protocol, guidelines, and expectations can be established and agreed upon in addition to providing voting rights and other executive ability to the members.

From ID Code § 30-25-102 (2019):

(9) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 30-25-105(a), Idaho Code. The term includes the agreement as amended or restated.

Idaho Operating Agreement Law

Per Sec. 30.25.105 of the Idaho Corporations Statutes:

(a) Except as otherwise provided in subsections (c) and (d) of this section, the operating agreement governs:
(1) Relations among the members as members and between the members and the limited liability company;
(2) The rights and duties under this act of a person in the capacity of manager;
(3) The activities and affairs of the company and the conduct of those activities and affairs; and
(4) The means and conditions for amending the operating agreement.
(b) To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
(c) An operating agreement may not:
(1) Vary the law applicable under section 30-25-104, Idaho Code;
(2) Vary a limited liability company’s capacity under section 30-25-109, Idaho Code, to sue and be sued in its own name;
(3) Vary any requirement, procedure, or other provision of this act pertaining to:
(A) Registered agents; or
(B) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this act;
(4) Vary the provisions of section 30-25-204, Idaho Code;
(5) Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection (d) of this section;
(6) Eliminate the contractual obligation of good faith and fair dealing under section 30-25-409(d), Idaho Code, but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;
(7) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;
(8) Unreasonably restrict the duties and rights under section 30-25-410, Idaho Code, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(9) Vary the causes of dissolution specified in section 30-25-701(a)(4), Idaho Code;
(10) Vary the requirement to wind up the company’s activities and affairs as specified in section 30-25-702(a), (b)(1) and (e), Idaho Code;
(11) Unreasonably restrict the right of a member to maintain an action under part 8 of this chapter;
(12) Vary the provisions of section 30-25-805, Idaho Code, but the operating agreement may provide that the company may not have a special litigation committee;
(13) Vary the right of a member to approve a merger, interest exchange, conversion, or domestication under section 30-22-203(a)(2), 30-22-303(a)(2), 30-22-403(a)(2) or 30-22-503(a)(2), Idaho Code; or
(14) Vary the required contents of a plan of merger under section 30-22-202(a), Idaho Code, plan of interest exchange under section 30-22-302(a), Idaho Code, plan of conversion under section 30-22-402(a), Idaho Code, or plan of domestication under section 30-22-502(a), Idaho Code; or
(15) Except as otherwise provided in sections 30-25-106 and 30-25-107(b), Idaho Code, restrict the rights under this chapter of a person other than a member or manager.
(d) Subject to subsection (c)(7) of this section, without limiting other terms that may be included in an operating agreement, the following rules apply:
(1) The operating agreement may:
(A) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one (1) or more disinterested and independent persons after full disclosure of all material facts; and
(B) Alter the prohibition in section 30-25-405(a)(2), Idaho Code, so that the prohibition requires only that the company’s total assets not be less than the sum of its total liabilities.
(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one (1) or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility that would have pertained to the responsibility.
(3) If not manifestly unreasonable, the operating agreement may:
(A) Alter or eliminate the aspects of the duty of loyalty stated in section 30-25-409(b) and (i), Idaho Code;
(B) Identify specific types or categories of activities that do not violate the duty of loyalty;
(C) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and
(D) Alter or eliminate any other fiduciary duty.
(e) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subsection (c)(6) or (d)(3) of this section. The court:
(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:
(A) The objective of the term is unreasonable; or
(B) The term is an unreasonable means to achieve the provision’s objective.

Forming an LLC in Idaho

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Idaho LLCs must file with a unique name that is dissimilar to all other businesses in the state, including other types of formations.

Government acronyms and titles are not allowed, nor are designators for other business types (like a corporation) valid for an Idaho LLC.

The name must include one designator for an LLC, which can be any of the following:

  • LLC
  • L.L.C.
  • Limited Liability Company

The name may include professional titles by licensed practitioners (university, attorney, bank), as long as a licensed practitioner is part of the LLC and completes additional verification.

To conduct the name search, use the Idaho Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Each Idaho LLC is required to appoint a registered agent that will accept legal documentation on behalf of the company. This can be an individual or an agent service.

An individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Idaho, as well as a mailing address within the state

When using a registered agent service, the agent must be authorized to do business in Idaho and adhere to the individual requirements.

Step 3: File Your Formation Articles

Domestic LLC formations (in-state) in Idaho must complete Articles of Organization as part of the registration process. These documents can be filed online or by mail.

Online Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 7-10 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee, plus $20 manual processing fee, plus optional $40 for expedited processing or $100 for same-day processing
  • Turnaround time: 7-10 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080

In-Person Filing (Domestic):

  • $100 filing fee, plus $20 manual processing fee, plus optional $40 for expedited processing or $100 for same-day processing
  • Turnaround time: 7-10 business days, unless expedited
  • Fill out the form, print, and deliver to:

Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080

A Foreign LLC expanding to Idaho must complete a Foreign Registration Statement, and also file a Certificate of Existence from the original formation of the business dated within 90 days of the filing date. This can be done online, by mail, or in-person.

Online Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 7-10 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $100 filing fee, plus $20 manual processing fee, plus optional $40 for expedited processing or $100 for same-day processing
  • Turnaround time: 7-10 business days upon receipt, unless expedited
  • Fill out the form and mail to:

Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080

In-Person Filing (Foreign):

  • $100 filing fee, plus $20 manual processing fee, plus optional $40 for expedited processing or $100 for same-day processing
  • Turnaround time: 7-10 business days, unless expedited
  • Fill out the form, print, and deliver to:

Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise, ID 83720-0080

Step 4: Draft an Idaho Operating Agreement

Despite not being a legal requirement for LLCs in Idaho, an operating agreement is recommended to all formations. The agreement protects individuals within the business from personal financial litigation and protects their rights from other LLC members. It also provides the guidelines for how each member contributes, their share of profits or losses, voting rights, and legal responsibilities (such as a registered agent).

The document doesn’t need to be filed with the state, but it is recommended that a copy be signed and kept along with other official documentation, or held by individual members.