In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Idaho.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Idaho.

The California LLC needs to register with the Idaho Secretary of State as an Idaho Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

You want to do business in the state of Idaho but are registered as a LLC in another state.  In order to legally conduct business in the state of Idaho you must register with the Idaho Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Idaho is called Idaho LLC Foreign Qualification.

The process of Idaho LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Idaho.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Idaho Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Idaho Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Idaho are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Idaho, an Idaho lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Idaho does not legally require a lawyer to form an Idaho Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming an Idaho Foreign LLC.  However, if there is anything about forming a Foreign LLC in Idaho that you're not sure about you should seek the advice of a competent Idaho lawyer, an Idaho accountant, or both before you form a Foreign LLC in Idaho.

Once you have made the decision to form a Foreign LLC in Idaho, an Idaho lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Idaho Foreign LLC.

You are not legally required to reserve a Company Name for a new Idaho LLC Corporation before you submit your application to Form a Foreign LLC in Idaho.

The LLC name that you have registered in your home state may or may not be available in Idaho.  In that case you need a different name your Idaho Foreign LLC.  Whether or not you need to reserve a company name for your new Idaho Foreign LLC depends entirely on your business situation.  The Idaho Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Idaho Foreign LLC Name.

If the Name you have chosen for your new Idaho Foreign LLC is already in use by a currently active Idaho Corporation or LLC then you will have to register a DBA Name with the Idaho Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

In Idaho a DBA Name is called a Assumed Business Name.

We verify that the Name you have chose for your new Idaho Foreign LLC is available before we submit your Foreign LLC filing to the Idaho Secretary of State.  If necessary we can register a Assumed Business Name in Idaho for you so that you can open your new Idaho business as quickly as possible.

1. Prove that you are registered in a state other than Idaho as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Idaho, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 90 days from the date of your application for Idaho LLC Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Idaho Foreign LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Idaho Foreign LLC
   
   You can use the same name in Idaho that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Idaho Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Idaho Foreign LLC name that you choose must be distinguishable from the name of any other registered Idaho LLC or other business entity and the name must also be different from any reserved names on record with the state of Idaho.  Your Idaho Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Idaho Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of an Idaho Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Idaho Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Idaho Secretary of State (and pay a fee).
   We will check to make sure that your requested Idaho Foreign LLC name is available and conforms to all state of Idaho Limited Liability Company naming regulations.
3. File Registration Documents with the Idaho Secretary of State
   
   In order to Qualify as a Foreign LLC in Idaho you must file Registration Documents with the Idaho Secretary of State.  In Idaho the registration documents are named "Application for Certificate of Authority for Foreign Limited Liability Company".
   
   The registration documents must include certain specific information about your Idaho business.  If the LLC Registration Documents do not conform exactly to state of Idaho Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Idaho Foreign LLC has been approved, you may amend the registration documents for your Idaho Foreign LLC but you will have to pay a fee to the state of Idaho in order to make the changes official.
   
   
4. Determine how you want your Idaho Foreign LLC to be taxed
   
   The Idaho Corporate Income Tax Rate is 7.6%.  You may choose that your Idaho Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Idaho Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Idaho Corporate Income Tax.
   
   Idaho net operating losses may be carried back two years (limited to $100,000 per tax year) and forward 20 years until absorbed.

   The minimum Idaho Corporate Tax is $20.00 even if the Idaho Corporation had no income.

   
   
   If you form a Single Member Idaho Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Idaho Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Idaho Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Idaho Foreign LLC will be taxed as a Partnership.
   
   Idaho Corporate Tax Information
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Idaho Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming an Idaho Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Idaho Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Idaho Foreign LLC within Idaho you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Idaho Foreign LLC vary depending on your business activities and the specific locations within the state of Idaho in which you want to conduct business.
   
   If your Idaho Foreign LLC will be selling products in Idaho you may be required to obtain a Reseller's Permit from the appropriate Idaho state agency.  If your Idaho Foreign LLC will be selling products in Idaho you will also be responsible for all applicable local and state of Idaho sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Idaho Foreign LLC
   
   The Idaho Annual Report includes basic information about your Idaho Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Idaho Annual Report to the Idaho Secretary of State on or before the due date may subject the Idaho Foreign LLC to being administratively dissolved in the state of Idaho or having its authority to transact business in the state of Idaho revoked by the Idaho Secretary of State.
   
   Penalties may accrue if you fail to file any Idaho Foreign LLC Annual Report to the Idaho Secretary of State by the due date.
   
   
3. Keep proper records of your Idaho Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Idaho Foreign LLC:
   • Names and addresses of all Members and Managers of the Idaho Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Idaho Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Idaho Foreign LLC
   • Copies of all tax returns and Annual Reports for the Idaho Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Idaho
   
   Foreign LLCs that either do business in the state of Idaho or that derive income from sources within the state of Idaho are subject to Idaho and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Idaho, you must allocate the amount of income derived from the state of Idaho in order to determine your Idaho state taxes.

In order to Form a Foreign LLC in Idaho you'll need the following information about your LLC:

• The name of your new Idaho Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Idaho (not a PO Box)
• A description of the nature of the business you are planning to operate with the Idaho Foreign LLC
• A good standing certificate from your home state no older that 90 days

Remember - ALL the information that you provide when you Form a Foreign LLC in Idaho becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Idaho.

Processing times for new Idaho Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Idaho Foreign LLC applications takes the state around 5-7 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Idaho Foreign LLC.
The Idaho Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Idaho Secretary of State.

In our experience 5-7 business days is the time it usually takes the Idaho Secretary of State to process a new Idaho Foreign LLC application. We get your Idaho Foreign LLC application to the ID Secretary of State ASAP. Once it is at the state we have no control over the new Idaho Foreign LLC application process.

The state of Idaho charges $111.00 to Form a Foreign LLC in ID.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Idaho our processing fees are $145.00.  This includes:

• Same day processing in of your new Idaho Foreign LLC order
• ID Name Check and Reservation
• Prepare Application for Certificate of Authority for Foreign Limited Liability Company
• File Formation Documents with the Idaho Secretary of State
• Certified Copies of Formation Documents
• Idaho Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support