Are you ready to stop doing business with your Idaho corporation, but you’re not sure how the official dissolution process works?
The state of Idaho requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving an Idaho corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- File the Articles of Dissolution (in duplicate) with the Idaho Secretary of State.
- Fulfill all tax obligations with the state of Idaho, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve an Idaho Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
There are actually two ways to dissolve a corporation in Idaho. The fastest way is to log in to your SOSBiz account and select “terminate business.”
The second way requires you to fill out and file the Articles of Dissolution (in duplicate) with the Secretary of State. This form requires the following information:
- Corporation name
- Date of dissolution authorization
- Information related to shareholder voting:
- Number of shares entitled to vote
- Number of shares for dissolution
- Number of shares against dissolution
- Affirmation of dissolution
- Title and signature of authorized representative
- Contact information
If you choose to file by mail, you will also need to include a check for $20 made payable to the “Idaho Secretary of State.” The form (in duplicate) and check can then be mailed to the following address:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise ID 83720-0080
Once the Articles of Dissolution have been filed, it generally takes the Secretary of State’s office about one week to mail back a copy of the processed dissolution.
How to Dissolve an Idaho Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If you have not commenced business or distributed shares, you will need to file a variant of the standard Articles of Dissolution. You can find the form right here. This form requires the following information:
- Corporation name
- Date of incorporation
- Affirmation that business has not commenced and/or shares have not been distributed
- Affirmation that no debts remain unpaid
- Affirmation that any remaining shares
- Who authorized the dissolution (incorporators or initial directors)
- Signature of authorized representative
- Contact information
Just like with standard Articles of Dissolution filing, you will need to include a $20 check made payable to the “Idaho Secretary of State.” You can then mail the form (in duplicate) and the check to the same address:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise ID 83720-0080
This process will also take about a week.
What Else Do I Need to Know About Dissolving a Corporation in Idaho?
Your business name can be claimed by someone else the day after your dissolution is processed by the Secretary of State. You have 120 days to revoke the dissolution, however you will need to check with the Secretary of State’s office to make sure that your business name is still available. If the name is not available, you will need to amend your business name by filing the Articles of Amendment.
The state can also initiate administrative dissolution if your corporation does not file its annual report in a timely manner. In this situation, domestic corporations simply need to pay $30 within 10 years of the administrative dissolution to reinstate their business. Foreign corporations must contact the Secretary of State’s office to inquire about reinstatement.
Conclusion
Dissolving an Idaho corporation is relatively straightforward, though the forms will vary depending on the nature of your business.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving an Idaho corporation!