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Related: Get an Idaho Registered Agent
If your company was not incorporated in Idaho, but you intend to do business there, you need to file an Idaho Foreign Registration Statement.
This process, known as Foreign Qualification, allows a company formed in Delaware (or any other state) to legally transact business in Idaho.
Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.
In order to file your Foreign Registration Statement, sometimes referred to as obtaining a Certificate of Authority, you must complete the official form and include the required fees and documentation.
The fee imposed by Idaho is $100. Corporations and LLCs both must include a Certificate of Good Standing (sometimes known as a Certificate of Existence) from your home state, dated within the past 90 days.
You must also appoint and list an Idaho Registered Agent. The Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.
Harvard Business Services can assist with your application so you don’t have to deal with the Idaho Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.
If your company does or will do business in Idaho, but it was not formed in Idaho, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.
Idaho Uniform Business Organizations Code lists several activities that are not classified as transacting business in the state. These activities include:
(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the transfer, exchange and registration of securities of the entity or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages or security interests in property;
(8) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting or maintaining property so acquired;
(9) Conducting an isolated transaction that is not in the course of similar transactions;
(10) Owning, without more, property; and
(11) Doing business in interstate commerce.
This is not an exhaustive list and there may be additional activities that do not constitute doing business.
Keep in mind that even if the state of Idaho does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.
Idaho requires an annual report to be filed; however, there is no payment that goes along with this report.
Please note that this annual requirement is independent from requirements you may have in Delaware or other states.
Harvard can provide assistance throughout the life of your company. These custom services are the most popular with our clients: