Have you decided to stop transacting business with your Idaho limited liability company? The state of Idaho legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Idaho.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Idaho is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Idaho.
How to Dissolve a Domestic Idaho LLC
There are two ways to dissolve an LLC that is domestic to Idaho. The first (and easiest) way is to log in to your SOSBiz account here and select “terminate business.”
The second way to dissolve your domestic LLC is to print and fill out the Statement of Dissolution (Limited Liability Company). This form must be filed in duplicate with the Secretary of State. You will need to provide the following information for the Statement of Dissolution:
- LLC name
- Date of organization
- Additional information concerning the dissolution (optional)
- Mailing address
- Signature of authorized representative
- Contact information
Once you have provided all of the information above, you can submit your form to the state. If you file online, this filing is free of charge. If you would rather pay by mail, you will need to include a check for $20 made payable to the “Idaho Secretary of State.” Then, you can mail the check and two copies of the Statement of Dissolution to the following address:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Whether you file online or by mail, it will generally take 7-10 days to receive confirmation of your LLC’s dissolution. If you’re in a hurry, you can expedite this filing for $40, which speeds up your dissolution by several days. You also have the option to pay an extra $100 for same-day service.
How to Dissolve a Foreign LLC in Idaho
Do you need to dissolve a limited liability company based outside of Idaho, but qualified to transact business within this state?
Just like domestic LLCs, foreign LLCs have two options for dissolution in Idaho. First, you can log in to your SOSBiz account and fill out the Cancellation of Certificate of Authority of Foreign Limited Liability Company.
Alternatively, you can print out and file the same form (in duplicate) by mail. In either case, you will need to provide the following information:
- LLC name
- DBA name (if applicable)
- State/jurisdiction of formation
- Affirmation that the LLC is no longer conducting business in Idaho
- Mailing address (for service of process)
- Signature of authorized representative
Just like the Statement of Dissolution, the Cancellation of Certificate of Authority can be filed online for free. If you would rather file with a paper form, it must be filed in duplicate with the Secretary of State’s office, along with a check for $20 made payable to the “Idaho Secretary of State.” Both the forms and the check can be sent to the same address:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
This form will also take about 7-10 days to be processed by the Secretary of State’s office, but you can expedite your order for $40 to shave a few days off of that turnaround time, or $100 for same-day service.
What Else Do I Need to Know About LLC Dissolutions in Idaho?
As soon as you file for dissolution, anybody can claim your business name. This is why it is important that you only file for dissolution if you have no intention of reviving your business in the state.
Additionally, it is important to discuss administrative dissolutions in Idaho. If you fail to file your annual report on time, the state will notify you. However, if you fail to file the annual report within 60 days of this notification, the Secretary of State will revoke your business authority and entity status. This could also happen if you fail to designate or maintain a registered agent, or if you fail to notify the Secretary of State of a change to your registered agent.
A domestic LLC has 120 days following a voluntary dissolution to reverse this filing. If your LLC has been administratively dissolved and the business name claimed by someone else, you must file an Amendment to Certificate of Organization (Limited Liability Company) and change the name of your business. Unfortunately, there is no process for the reinstatement of a dissolved foreign business in Idaho. You will need to start from scratch and form your business as a new entity in the state.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Both domestic and foreign LLCs can file for dissolution online or by mail, and the process is relatively quick and inexpensive in either case.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Idaho LLC!