Idaho State Seal

Idaho Secretary of State
Business Entities


Frequently Asked Questions

Do I need a tax ID number? Where do I get tax related information about forming my business?

The Idaho State Tax Commission provides information and assistance with tax related questions. You can check out the Tax Commission's website (they have an excellent FAQ section) or telephone (208) 334-7660 or 1-800-972-7660.

Here is a link directly to the Tax Commission's FAQ answer regarding tax identification numbers. See FAQ # 321.


How do I apply for an EIN (Employer Identification Number) for tax purposes?

An EIN number is assigned by the IRS. http://www.irs.gov/businesses/small/article/0,,id=97860,00.html


What do I file in the Secretary of State's Office when forming a corporation?

Profit and Non-Profit Corporations:
You file Articles of Incorporation. The Secretary of State's office provides optional forms for articles of incorporation of profit corporations, or the legal document may be drawn up by an attorney or the individuals wishing to form the corporation. If the individuals do not wish to seek the help of an attorney, they may refer to Idaho Code for assistance. Section 30-1-202 for profit corporations and 30-3-17 for non-profit corporations.

Link to Corporation Fee Schedule.


Are there additional requirements if I'm forming a 501(c)(3) nonprofit corporation?

If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation must contain a required purpose clause and a dissolution of assets provision.

Valuable information on 501(c)(3) qualification is on the IRS website, www.irs.gov. It includes sample articles of incorporation. Click the Charities and Nonprofits tab and then scroll down to find the Life Cycle of a Public Charity link.


How do I file an “S” Corporation?

It is the IRS that grants you “S” status for your corporation. They have a very good web page that explains how to qualify and how to apply. Here's the link.


How many people have to sign the Articles of Incorporation?

One of the incorporators listed in the articles needs to sign. There must be at least one incorporator. The incorporators' duties terminate upon filing.


How do I qualify an out of state corporation to do business in Idaho?

You file Application for Certificate of Authority (For Profit) or Application for Certificate of Authority (Nonprofit) a form provided by the Secretary of State's Office. The application must be accompanied by an original certificate of corporate status from the corporation's state of domestication, dated within 90 days of filing, along with the filing fee.

Link to Corporation Fee Schedule.


Will you accept certified copies of a filing from another state in lieu of the certificate of status?

No, the certificate must be an original certificate of status, not certified copies.


Are bylaws filed with the Secretary of State's Office?

No, bylaws are not filed in any public office. They are kept with the corporation's private records.


How do I reserve a corporate name?

Write a letter, or file Application for Reservation of Corporate Name Form provided by the Secretary of State's office, requesting the name you would like to reserve.  This reserves the name for 4 months.

Link to Corporation Fee Schedule.


When I reserve a business entity name does the $20.00 registration fee apply to any other filing fee?

No, the fee is only applied to the reservation filing. It does not tranfer to any other filing that would be done in the future.


How do I change the name of my corporation?

Profit and Non-Profit Corporations:

You  must file Articles of Amendment. The Secretary of State provides optional forms for Articles of Amendment of profit corporations, or the legal document may be drawn up by an attorney or the individuals wishing to amend the articles. If the individuals do not want to seek the help of an attorney, they need to refer to Idaho Code section 30-1-1006 for profit corporations and 30-3-93 for non-profit corporations.


Do the business entity documents filed with the Secretary of State's Office need to be notarized?

No.


Must a corporation have a registered agent?

Yes, all foreign and domestic corporations must have a registered agent pursuant to Idaho Code section 30-1-501.


What is the purpose of the registered agent?

The registered agent is the person named to receive service of process on behalf of the corporation if litigation occurs.


Can a registered agent have a post office box address?

A post office box is not accepted as an address for a registered office. The registered agent must be a person or another corporation located at a physical street address in Idaho.   A post office box can be used for the mailing address for the corporation.


What if I don't know anyone to act as registered agent in Idaho?

There are service companies that will act as registered agents for foreign corporations.  Registered Agent List.


Does the Secretary of State's Office keep record of stock ownership?

No.  Stock ownership is not a matter of public record. To find this information you may contact the corporation's secretary or stock record agent. Keep in mind they are not required to disclose this information except to shareholders.


I was cleaning out my grandparents attic and found some old stock certificates for a company that was incorporated in Idaho ... can you tell me if the company still exists and if the stock is worth anything?

Yes and no. We can search our records and tell you the history of the corporation - whether the company still exists under the same name, has merged, changed it's name, dissolved, etc. If the company is still in existence we can tell you the address we have on file and the most current officers shown on their annual report. We cannot tell you any information on stock value, it is not a part of the information filed with us.

There is a web site, Scripophily.net, that contains information on how to go about researching old stock value. It can give you some idea if your stock certificates have value as collectibles even if they have no value as a stock.

Our standard disclaimer applies: (1) Scripophily.net is a commercial site and our link is not intended to recommend or endorse this particular business, the link is provided for informational purposes only; (2) the content of the Scripophily.net web site is under their control and any questions or comments regarding information found on the site should be directed to them; (3) if we become aware of other web sites offering similar information, they may also be linked.


What does it mean when a corporation is in goodstanding?

It means the corporation has met the filing requirements for filing an annual report form updating officers and directors. There is no financial information on the report.


What does it mean when a corporation is forfeited?

It means the corporation involuntarily gave up its right to do business as a corporation because it failed to file the annual report form by the due date.


Can I fax my applications to the Secretary of State's Office?

Yes, but payment must accompany the fax, either by credit card payment or use of a prepaid account. The fax number directly to the Business Entity division is (208) 334-2080.


How many copies of the filing document will I need?

You will need to file two (2) copies of your document.


What is the turn around time for corporation documents?

We usually have a 3 -5 day turn around time, unless an expedite fee is paid. Expedited service is within 8 working hours.

Link to Corporation fee schedule.


Is it important to type my filing documents?

Yes, if documents are type or printed legibly it ensures that the information is entered in our system correctly. If we can't read your handwriting your documents may be rejected. Most of our forms are available on our web site as fillable forms. Using Acrobat Reader, you can fill them out on-screen and print them out.


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Comments, questions or suggestions can be emailed to: sosinfo@sos.idaho.gov