Changing the Name, Address, Ownership, or Registered Agent
Businesses must notify the Idaho Secretary of State’s Office when any of the following changes occur. The Secretary of State no longer makes forms available on their website. You will need to contact their office by phone at 208-334-2301 to have the form you need emailed to you. You may also need to contact any agency from whom your business has secured a license or permit, such as a sales tax permit, or established an account, such as an employee withholding account.
- Address – Corporations, partnerships and LLCs – contact the Secretary of State’s office to secure the appropriate form.
Sole proprietorships (DBAs) file an “Amendment of Certificate of Assumed Business Name.” The form can be used to change the name of the business, the owner, and/or the address.
- Name Change – Corporations desiring to change their name submit “Articles of Amendment.” Before submitting the form, a formal corporate meeting must occur at which shareholders vote on the name change. See “Cancelling or Changing a Business Name,” below, for more information. Contact the Secretary of State’s office to learn how to secure the “Articles of Amendment” form. Also contact the IRS to learn about their requirements when a name changes.
- Registered Agent – When the registered agent (the primary in-state person representing a foreign corporation or LLC) or the registered agent’s address changes, the Secretary of State’s Office must be notified. Failure to notify the Secretary of State may result in the business being administratively dissolved for failure to return the annual report form, which cannot be forwarded by the Post Office.
- Selling a Business – When a business is sold, both the current owner and the new owner need to notify the Internal Revenue Service (IRS), State Tax Commission and the Secretary of State’s office. If the business has employees, the Idaho Department of Labor may need to be contacted to be certain unemployment tax withholdings are reported correctly. Any other agencies from whom permits or licenses have been obtained, such as a sales tax permit or local business license, should be contacted as well.
Canceling or Changing a Business Name
To cancel or change (amend) a business name, either because the business is closing or changing its name, the Secretary of State’s Office must be notified. Corporations, partnerships and LLCs desiring to change their business name may need to have an attorney amend their Operating Agreement, Partnership Agreement or Articles of Incorporation. See the information above, “Changing the Name, Address, Ownership, or Registered Agent” for more information.
The Internal Revenue Service (IRS) should be notified to be certain tax payments are reported correctly. The Idaho State Tax Commission and the Idaho Department of Labor should also be contacted to be certain state taxes and withholding payments are reported correctly.
When a business closes, final tax returns, both federal and state, should be filed and permits and licenses cancelled, including a sales and use tax permit and a local business license. If a business closes due to bankruptcy, see the IRS website for information.
Annual Reports and Administratively Dissolved Corporations and LLCs
Corporations and Limited Liability Companies (LLC) file an annual report form with the Secretary of State’s office. Failure to return the form by the due date can result in the business being administratively dissolved (your authority to do business in Idaho is revoked). When the report is due, the Secretary of State’s office mails a notice to the company’s address of record. The report can then be returned by mail or completed on-line. If not returned within 60 days of the due date, a warning card is sent. Failure to respond will result in the business being administratively dissolved. If your business is administratively dissolved, contact the Secretary of State’s office to find out how to reinstate the business. Reinstatement requires time and money and your ability to conduct business during the suspension may be affected.
Important: Annual report forms cannot be forwarded by the Post Office. It is the business owner’s responsibility to keep all contact information up to date with the Secretary of State’s office or risk having the business administratively dissolved.
Registering a Foreign Corporation or LLC in Idaho
Foreign corporations and LLCs desiring to apply for a “Certificate of Authority” to do business in Idaho must submit an application and a “Certificate of Existence” from their home state indicating the business is currently in good standing in that state. The “Certificate of Existence” must be obtained from the office or agency in the state where the “Articles of Incorporation” were originally filed within 90 days of the date of registration in Idaho.
Foreign corporations file a Foreign Registration Statement to do business in Idaho. Foreign LLCs file a Foreign Limited Liability Company form. If a registered foreign corporation or LLC stops doing business in Idaho, a “Withdrawal of Foreign Registration Statement” or a “Cancellation of Certificate of Authority” must be filed. Contact the Secretary of State’s office to secure the appropriate form.
Out of state corporations having an employee living in Idaho but not actively soliciting business in Idaho (the employee is doing only administrative work for an out of state office) can register the corporate name using Application for Registration of Foreign Name. The name can be registered for a year or by month. Registration notifies the State that your company has a presence in Idaho.
Changing a Registered Business Entity Type
When a business changes from one entity type to another (such as from an LLC to an S Corp), the Secretary of State’s office should be contacted for information. An attorney’s assistance may be needed to assure that documents are completed correctly, the old entity is correctly dissolved, and an Operating Agreement, Articles of Incorporation, Partnership Agreement or other required documents are completed. The Idaho State Tax Commission and the Internal Revenue Service (IRS) need to be contacted because the business’s tax reporting method may change. If the business has employees, the Idaho Department of Labor should also be notified.
A corporation can “convert” to an LLC to take advantage of the tax benefits of an LLC by filing a “Statement of Conversion” with the Secretary of State’s office. Conversion is complex, so legal and financial advice should be secured to assist with filing the necessary paperwork, dissolving the corporation and creating a legal Operating Agreement for the LLC. The IRS and State Tax Commission may need to be notified, as well as any agencies from whom permits or licenses have been secured. If the business has employees, the Idaho Department of Labor may need to be notified.