Idaho LLC Operating Agreement Template [PDF]

The Idaho limited liability company (LLC) operating agreement is a legal document that provides rules on how the company will be operated on a day-to-day basis and regulates the status of each member within the company.

The LLC operating agreement, or business operating agreement, also records the initial contribution of each member to the company as well as their interest in the profit share. It also defines who will manage the company, defining the rights and responsibilities of each manager for the company.

Is an Operating Agreement Required in Idaho?

No, the operating agreement is not a required document in Idaho. However, parties that want to provide precise guidelines on how the company will run and optimize their business still choose to make the operating agreement.

4 Main Types of Operating Agreements

In Idaho, there are four main types of operating agreements the parties can choose from when establishing an LLC:

Types of Operating Agreements

Single-member LLC operating agreement: This type of operating agreement is used in situations where there is a single member that forms an LLC. The document is simple in form since it regulates the operation of an LLC without including provisions that regulate the mutual relationship between members.
Multi-member LLC operating agreement: Here, the document provides rules on how the company will be operated and regulates the mutual relationship between the multiple LLC members.
Member-managed LLC operating agreement: Here, the members who want to actively manage the LLC provide what each member’s managerial rights and duties are within the company.
Manager-managed LLC operating agreement: Used by members who want to delegate their managerial powers to the professional managers who will make day-to-day decisions on their behalf.

Laws and Legal Requirements for LLC Operating Agreements in Idaho

Title 30, Chapter 25 of the Idaho Statutes regulates the status of LLCs in Idaho.

Moreover, there are a few sections of Chapter 25 that regulate the status of operating agreements in particular:

Laws and Legal Requirements

§ 30-25-105: Regulates scope, function, and limitations of the operating agreement.
§ 30-25-106: Regulates effect on limited liability company and person becoming a member.
§ 30-25-107: Regulates effect on third parties and relationship to records effective on behalf of limited liability company.

How to Form a Limited Liability Company (LLC) in Idaho

Here, you will learn the easiest way to form an LLC in Idaho by following the steps presented below:

How to Form a LLC in Idaho

#1. Choose a Business Name For Your LLC

First, you should choose a business name for your LLC. This should be a distinguishable name, meaning it is different from other business names used by other companies registered in Idaho.

To check if the business name you’ve chosen for your company is distinguishable, you can do a preliminary search of the Secretary of State's records.

#2. Choose the Type of LLC

In Idaho, there are two main types of LLCs based on the place of their establishment.

If your company is established in Idaho, you should form a domestic LLC. However, if your company is established outside Idaho and you want to register it in Idaho, you should form a foreign LLC.

#3. Nominate an Agent

Every LLC in Idaho must have a registered agent. Their main duty is to receive legal documents on behalf of the LLC and be the main point of contact between the state agencies and the LLC. You can nominate an individual with a registered address in Idaho or a company with the authority to conduct business in Idaho.

#4. File the Certificate of Formation

This step will be slightly different based on the type of your LLC:

For domestic LLCs, you should file a Certificate of Organization. You can file it online or by submitting a document in hard copy.
For foreign LLCs, you should submit the Foreign Registration Statement. Here, you can also submit the document online or via mail.

#5. Pay the Required Fee

The filing fee is $100. However, if you are filing your documents via mail or in person, you should write a check for $120 and send the documents to the following address:

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

#6. Create your LLC Operating Agreement

Although this document is not required by state law, you can still make it in order to provide all the details that are not included in the documents you have filed with the Secretary of State.

#7. Apply For an Employer Identification Number (EIN)

This number is crucial if you want to open a company bank account or complete certain transactions. You can get the EIN online or by submitting the SS-4 form.