Out-Of-State/Foreign Corporation Registration
IDAHO UNIFORM BUSINESS ORGANIZATIONS CODE
Title 30-21-502. REGISTRATION TO DO BUSINESS IN THIS STATE. (a) A foreign filing entity or foreign limited liability partnership may not do business in this state until it registers with the secretary of state under this chapter.
Title 30-21-402. ENTITIES REQUIRED TO DESIGNATE AND MAINTAIN REGISTERED AGENT. The following shall designate and maintain a registered agent in this state:
(1) A domestic filing entity; (2) A domestic limited liability partnership; and (3) A registered foreign entity.
Determining whether you are actually "doing business" in a state is a relatively straight forward analysis but the requirement to register as a foreign (out-of-state) corporation is a requirement that many out-of-state small business owners and self-employed workers new to the market are not even aware exists. In addition to conducting business legally, it's important to remember that there are important protections that come with your mandatory registration across the border. Namely, timely legal protections. For example, if you conduct business in Idaho without filing a foreign registration statement in Idaho and let's say you or your company is based in Washington and your Idaho client refuses to pay you; you may not be able to sue them for payment... Similarly, if you are a sub-contractor and you are injured due to negligence on the part of your General Contractor, you might not be able to sue him either... at least not until you are properly registered and appoint a registered agent by which time you will likely owe significant back taxes and penalties and, also by that time, you may have irreparably delayed some, or all, of your legal remedies. In addition to being illegal, failing to register as a foreign entity is just not worth the risk if something were to go wrong while you are doing business in Idaho.
- A person that does business in Idaho and is a resident of another state is considered a "foreign filing entity."
- A company that does business in Idaho and was organized in another state is also considered a "foreign filing entity."
- Do you ever work in Idaho?
- Are you a resident of a state other than Idaho?
- Was your company formed in a state other than Idaho?
- When you work in Idaho, do you work as an independent contractor, a self-employed individual or as an owner of a company that was organized in another state?
- If you answered "yes" to any of these questions then, with only a few exceptions, you are required by law to:
- 1.) file a foreign registration statement; and
- 2.) designate and maintain a registered agent in Idaho.
Reliant representatives will help you file your foreign registration statement and act as your registered agent keeping you compliant with Idaho law.
Once registered with the SOS, visit the Idaho Tax Commission to determine your tax and permitting requirements - Idaho Tax Commission & (IBR)