Idaho Business Law Idaho's Certificate of Organization, LLC

By Lane V. Erickson, Idaho Business Attorney

Creating a limited liability company (LLC) in Idaho is not that difficult to do, but, when you have never done it before, it can seem intimidating and overwhelming. Because of this, the premier Idaho business attorneys at the Racine law office have helped clients create, organize, and operate their LLC businesses in Idaho for 30 years. Really, we’ve been doing this ever since Idaho adopted the LLC entity as an option for business owners in Idaho. 

Our team of Idaho business lawyers includes partners Lane Erickson and TJ Budge, and attorneys Nate Palmer and Dave Bagley. Our attorneys have decades of experience, knowledge, and skill in helping business clients deal with all of their business needs and help move our client’s businesses forward. This includes completing the Certificate of Organization that is used to register your LLC with the Idaho Secretary of State. 

Completing the Certificate of Organization for your LLC so that it is registered with the Idaho Secretary of State’s office is only the first step of what needs to be done to organize and operate your business. If you have already completed this step, or you want to know what the other things are that need to be done in order to properly operate your LLC, you can read the other articles on our website or you can contact us directly so that we can help you. However, the purpose of this article is just to talk about the very first step, which is properly completing the Certificate of Organization.

The first thing that you need to do to complete the Certificate of Organization is to choose a name for your LLC. In order to meet the statutory requirements, whatever name you choose has to include the words “Limited Liability Company”, “Limited Company”, “L.L.C.”, “L.C”, or “LLC”.  So, for example if you wanted to name your business Red Barns, it would look something like this: Red Barns, LLC or Red Barns Limited Liability Company. 

Whenever we are helping an individual create an LLC, we request that they provide us with at least three business name options. The reason we do this is because we check with the Idaho Secretary of State’s office to make sure that the name we want to use hasn’t already been registered. If it has already been registered, then we need to choose a different name. 

The next thing that is required to be listed on the Certificate of Organization is the mailing address as well as the physical address of the business. The physical address represents the principal place of business of the LLC. This can be a person’s home address, or it could be an address of another building. However, it cannot be a PO Box address, because it does have to represent the physical location of the business entity. 

The mailing address can be any address, including a PO Box. The purpose of the mailing address is to provide the Idaho Secretary of State’s office an address that can be used for all future correspondence. This would include the notices and reminders that are given to each LLC of their requirement to file an annual report. 

The next item on the Certificate of Organization That must be included is the name and address of the registered agent. The registered agent is an actual real person who is identified to receive all official and legal notices on behalf of the LLC business. Because of this, the address for the registered agent must also be a physical address and cannot be a PO Box. 

If the LLC were to be sued for instance, the registered agent would be the individual who would be served with the summons and complaint. The registered agent would then provide this information to the LLC business owners.

Oftentimes, one of the business owners will list themselves as the registered agent. In other instances, business owners hire an individual to be the registered agent. Alternatively, many business owners identify their attorney as their registered agent because the notices that will be received are likely legal notices. It really doesn’t matter who you list as your registered agent so long as it is a real human being with a real physical address where notices can be hand delivered directly to that person. 

The final requirement on the Certificate of Organization is the signatures. On the form itself the signatures are of organizers. An organizer does not have to be an owner of the business. Rather, an organizer can be any other real human being. In some instances, our clients asked us to be the organizers of their LLC. In this instance, it is totally appropriate for an attorney to sign the document as an organizer even when they will never be an owner of the LLC itself. 

Once the Certificate of Organization is completed, it is then sent into the Idaho Secretary of State’s office with the filing fee to register the name of the LLC. Once it has been processed, the Idaho Secretary of State’s office notifies the organizer that the name is registered. By registering the business, the owners of the business are able to move forward with the other requirements for organizing the LLC including completing an operating agreement, obtaining a tax ID number or an EIN from the IRS, and setting up all necessary accounts. 

Our team of Idaho business lawyers can help you with any of your business structure or operation needs. Whether you are seeking to create a new business or review a current business, we are available to discuss your options and answer your questions at an initial free 30-minute consultation. Call us toll free at 877-232-6101 or 208-232-6101 for a free consultation. You can also email us directly at lane@racineolson.com or stop by our office at 201 East Center Street, Pocatello, Idaho 83201. We will answer your questions and help you solve your Idaho business problems.