Incorporate in Idaho for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between an Idaho S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Idaho, however, come down to the following:

• Ownership Rules: A C-Corp is responsible for its own debts, and it pays its own taxes. You can have an unlimited number of shareholders. Revenues can be doubly taxed when the owners pay taxes on corporate profits they receive as dividends. However, they're not taxed on the corporation's undistributed profits. An S-Corp is taxed like a partnership with a "pass-through" structure. It can pass its profits and losses to its shareholders. Shareholders pay taxes on their share of the profits at their individual tax rates. To form an S-Corp in Idaho, your business must be a domestic corporation, provide only one class of stock, and have less than 100 shareholders. Your shareholders are also limited to individuals, certain trusts, or estates.
• Documents: If you decide to form an S-Corp, you must file IRS Form 2553 to elect this status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Idaho requirements:

• Your name should end with "Company," "Corporation," "Corp.," "Incorporated," "Limited," or an abbreviation of one of these terms.
• Your corporation's name cannot be deceptive. If you're selling dry goods, don't name your company "Sal's Idaho Spuds."
• Ensure that your name is distinguishable from all other existing business names.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation. 

Each state has its own personnel requirements for incorporating. In Idaho, your corporation must have at least one director. Otherwise, there is no requirement that directors live in the state and there is no age requirement.

You must appoint a registered agent. A registered agent is the person or business who receives important tax, government, and legal documents for your corporation, including service of process of lawsuits. Idaho requires that you include the name of your registered agent in your Articles of Incorporation. Your agent must have a physical address in the state. We can help you designate your registered agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in Idaho:

• The name and address of each incorporator.
• The number of shares authorized to be issued.

Idaho requires that you file additional paperwork with your Articles of Incorporation, including an annual report. The report must be submitted to the Idaho Department of State before the end of the anniversary month of your incorporation. Failure to do so can jeopardize your corporate status.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Idaho, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $101.

• Fee to expedite your filing: $40.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 8-12 business days.

•  Expedited processing time: 1-2 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes, you do have to pay taxes for your new corporation. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.

Many business owners choose S-Corps because they're generally exempt from corporate income tax and there is no double taxation. A C-Corp offers more flexibility because you can have several classes of shareholders with different voting rights. However, there are some tax implications.

Idaho requires that corporations create corporate records to maintain their corporate status, such as bylaws and corporate minutes. Bylaws ensure your corporate compliance and set forth your company's operating rules and structure. Although you don't have to file your bylaws with the state, you'll need them to demonstrate to banks, lending institutions, creditors, the IRS, and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.

Keeping Corporate Minutes of your director and shareholder meetings is also mandated by the state of Idaho. Your corporate minutes should be maintained at your corporate office with other business records. The minutes keep track of all votes on your important business decisions and help you to secure your corporate status.

We have more detailed information regarding Idaho's requirements for Bylaws and Corporate Meeting Minutes.

We wish you success with your new Idaho corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Idaho or domestic corporations that also operate in Idaho. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.