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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: Yes (prepaid account required)
Corporate: Yes (prepaid account required) |
| E File: |
UCC: Yes
Corporate: |
| Expedited Services: |
UCC: No
Corporate: Yes ($20 for 24 hour turnaround) |
| Name Reservations: |
Yes (4 months) |
| Preclearance: |
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| Apostilles and Authentications (Idaho) |
| Contact Information (Idaho) |
| Corporate Dissolution Summary (Idaho) |
| Domestic Corporation Summary (Idaho) |
| LLC - Formation Summary (Idaho) |
| Name Reservations (Idaho) |
| UCC Filing (Idaho) |
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Apostilles and Authentications (Idaho)
The Idaho Secretary of State (ID SOS) provides apostilles and authentications for $10.00 per document. No expedited service are available.
Turnaround time is typically 24-48 hours.
Further instructions.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the ID SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: February 12, 2012
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Contact Information (Idaho)
Idaho Secretary of State
700 West Jefferson, #203
Boise, ID 83720-0080
Phone: 208.334.2300
Fax: 208.334.2282
Posted by: dannunciata
Updated: July 02, 2008
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Corporate Dissolution Summary (Idaho)
Pursuant to the Idaho Business Corporation Act (Idaho Code § 30-1-1401 et seq.), to successfully dissolve an Idaho corporation, Articles of Dissolution are filed with the Idaho Secretary of State (ID SOS).
Tax Clearance: Not required.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.
Execution and Filing: Articles are executed by an officer of the corporation. Duplicate orginals are submitted to the ID SOS.
Filing Fee: $30 if the document is typed. Handwritten documents are $50. Filing may be expedited for an additional $20.00.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: dannunciata
Updated: July 02, 2008
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Domestic Corporation Summary (Idaho)
Pursuant to the Idaho Business Corporation Act (Idaho Code § 30-1-101 et seq.), a corporation incorporating in Idaho files Articles of Incorporation with the Idaho Secretary of State (ID SOS).
Corporate Name: The corporate name must contain the word "corporation" "company" "limited" "incorporated" or abbreviations thereof (if co. is used it may not be immediately before "and" or "&").
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is minimum amount of paid in capital required to commence business.
Purpose: Specific business purpose is not required.
Preemptive Rights: Granted unless specifically denied.
Cumulative Voting: Granted unless specifically denied.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Idaho.
Execution and Filing: Duplicate originals of the Articles of Incorporation are filed with the ID SOS.
Filing Fee: $100. Filing can be expedited for an additional fee of $20.00.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: July 02, 2008
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LLC - Formation Summary (Idaho)
Pursuant to the Idaho Limited Liability Company Act (Idaho Code 30-6-101 et seq.), a limited liability company forming in Idaho files Certificate of Organization with the Idaho Secretary of State (ID SOS).
LLC Name: The LLC name must contain "limited liability company" or "limited company" or the abbreviation"L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be abbreviated as "ltd." and "company" may be abbreviated as "co."
No. of Members: The LLC may have 1 member.
Purpose of Business: Certificate must include a brief nature of business.
Execution and Filing: Signed by "organizer(s)" or members. Duplicate originals of the articles are filed with the ID SOS.
Filing Fee: $100.00. For an additional $20 the filing may be expedited.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: March 15, 2012
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Name Reservations (Idaho)
A name may be reserved in Idaho for four (4) months by filing an Application for Reservation of Legal Entity Name.
Name Reservations, Generally
When the name has been selected and is available, you may want to reserve the name if organizational documents will not be filed immediately. On the other hand, if the organizational filing will be made immediately, it may be determined that reserving the name is not worth the fee (ranging from $30 - $75.00). It is also important to note that in some states the reservation process can take longer than you plan to take to file the actual organizational documents.
Best Practice Tip: If the same service company that reserved the name is not used to do the organizational filing, the filing will be rejected because the name will appear on the state's records as reserved by the first service company, and you will need to ask the first service company to release the name. Using the same service company to do the filing as the one that reserved the name will avoid this delay and confusion.
Posted by: dannunciata
Updated: July 25, 2008
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UCC Filing (Idaho)
UCC-1s and UCC-3s may be filed online in Idaho.
Using a Service Company:
Using a service company will avoid certain pitfalls that may occur with online filings.
(1) Should you accidentally close your browser or experience a computer malfunction before the transaction is completed, the filing will not take effect and all data will be lost.
(2) Prepaid accounts are not allowed to be used for online UCC filings. Payments must be made via Access Idaho's Instant Payment Gateway or by using Mastercard or Visa.
(3) Should a mistake be made in a filing, it may not be deleted after the transaction is completed. The only cure is to file a termination.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 02, 2008
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