How to Start an S-Corporation in Idaho (2024 Guide)

Start an S-Corporation in Idaho

If you want to start an LLC in Idaho, there are things that you should consider. Idaho is the home to a thriving business community, making it an attractive location for entrepreneurs. One popular business structure is the S-Corporation, which offers several tax and operational advantages. This comprehensive guide will explore the process of starting an S-Corporation in Idaho, including the costs, steps, advantages, and disadvantages associated with this business structure.

Webinarcare Editorial Team will help you gain knowledge through thorough research and market study. Before starting your S-corp, all the steps in this article must guide you.

What is an S-Corporation?

An S-Corporation is a type of corporation that elects to be taxed under Subchapter S of the Internal Revenue Code. This tax treatment allows S-Corporations to enjoy pass-through taxation, meaning the corporation’s income, deductions, and credits flow through to the shareholders, who report this information on their individual tax returns. This structure helps to avoid the double taxation experienced by C-Corporations.

An S corporation (S corp) is not a type of corporate entity, unlike a limited liability company (LLC) or other companies. It’s a tax classification that might result in significant financial savings for corporations and LLCs but in different ways. S-corp is similar to LLC, except that the IRS treats it as a corporation for tax purposes.

Limitations and Requirements of S-Corp

As you have decided to have an S-Corp structure for your business, you must know the limitations and requirements to qualify for S-Corp status. We have listed some important points to consider following for your reference-

  • Be a domestic corporation.
  • Not be an ineligible corporation, such as specific financial institutions, insurance providers, or domestic corporations engaged in overseas sales.
  • Have just one type of stock.
  • Have a maximum of 100 shareholders or members.
  • Have only permitted individuals, certain trusts, and estates as stockholders or members.

You can apply for an S-Corp in Idaho if qualified for the limitations and requirements.

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How to Form an S-Corporation in Idaho?

To create S-Corp in Idaho, you must follow the below guidelines that include forming a business name, hiring a Registered Agent, filing your Certificate of Organization, creating an operating agreement, requesting an EIN, and filing a form 2553.

Step 1: Register a Business Name in Idaho

After you have decided on the idea to start an S-Corp in Idaho, deciding the name for your corporation is significant. Legal procedures should be taken into account when choosing your partnership name. Choose a business name that will enable you to develop a strong brand identity.

If you want to set up an S-Corp, there is a complete guide on Idaho Business Name Search for a proper business name. Here are some guidelines you must follow while naming your S-corp.

  • Avoid profanities
  • The name should be available, and no other entity should have the same name in Idaho.
  • Limit of restricted words that need a license in Idaho
  • Do not use a business name that sounds like a government agency or entity (like “police,” “county,” and “state”)

Step 2: Hire a Registered Agent

The next step in starting an S-corp in Idaho is hiring a Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents (such as subpoenas), all notices of lawsuits, and other official government correspondence. Forming an LLC with an S-corp will be easier if you have Registered Agent in Idaho.

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Step 3: File For Certificate of Organization

The Certificate of Organization is an important document to start your limited liability company (LLC). Idaho Certificate of Organization is a simple document that contains the business name and address as well as the name and address of the person who received lawsuits on behalf of the organization. For the Certificate of Organization to be filed in IL Secretary of State, you need to pay a filing fee of $100. In Idaho, the filing fee of forming an LLC is $120 (by mail and $100 online).

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Step 4: Creating an Operating Agreement

After you have filed your Certificate of Organization, the next step is to create an operating agreement in Idaho. The operating agreement is essential and necessary since it will cover your corporation’s important documentation and rules. The operating agreements usually include the following:

  • Article I: Organization
  • Article II: Management and Voting
  • Article III: Capital Contributions
  • Article IV: Distributions
  • Article V: Membership Changes
  • Article VI: Dissolution

After creating the LLC operating agreement, you can benefit in several ways since it will discuss how decisions for the business will be made, including management and member voting structure.

Step 5: Request for an EIN

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your general partnership. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Idaho can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

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Step 6: File Form 2553 for your S-Corp Business

Once you have obtained your EIN and Certificate of Organization to form an S-Corp, you must file Form 2553, Election by a Small Business Corporation, to apply for S-corp status. Filing a form 2553 should be done 75 days after the formation of your S-Corp, or at most 75 days after the beginning of the tax year in which the election is to take effect.

If your LLS-Corp has passed the deadline of 75 days, you must also file Form 8832, Entity Classification Election, to opt to be taxed as a corporation. Then you would send Form 2553 and Form 8832 jointly by certified mail from the USPS.

In Idaho, you can file your form 2553 in the Department of the Treasury Internal Revenue Service Center – Ogden, UT 84201 Fax: 855-214-7520 .

Costs of Forming an S-Corporation

There are several costs associated with forming an S-Corporation in Idaho, including:

  1. Filing Fees: When forming a corporation in Idaho, you must file Articles of Incorporation with the Idaho Secretary of State and pay a filing fee of $120 for filing in-person and by mail.
  2. Statement of Information: After forming the corporation, you must file a Statement of Information (Form SI-550) within 90 days and pay a filing fee (currently $25). This statement must be filed annually after that.
  3. Franchise Tax: S-Corporations in Idaho are subject to the annual franchise tax, which is the greater of a minimum tax (currently $800) or a calculated tax based on the corporation’s net income.
  4. Other Costs: Depending on the nature of your business, additional costs may include obtaining licenses and permits, registered agent services, and professional fees for legal and accounting services.

Advantages of Forming an S-Corporation

There are numerous advantages to incorporating an S-Corp, but you should be aware of certain problems. Consider the following benefits of an S corporation:

Pass-through Taxation

S-Corporations enjoy pass-through taxation, which helps to avoid the double taxation faced by C-Corporations. This can result in potential tax savings for shareholders. Pass-through taxation is a tax system where the income, deductions, and credits generated by a business entity, such as Idaho General Partnership, limited liability company (LLC), or S-Corporation, are passed through to individual owners or shareholders instead of being taxed at the corporate level.

In this system, business profits and losses are reported on the owners’ or shareholders’ individual tax returns, and taxes are paid at their individual income tax rates. This avoids the issue of double taxation, which occurs in C-Corporations where income is taxed at both the corporate level and again when distributed to shareholders as dividends. Pass-through taxation is generally advantageous for small businesses and their owners, as it simplifies tax filings and often results in lower overall taxes.

Limited Liability Protection

Shareholders of an S-Corporation have limited liability protection, meaning their personal assets are protected from the corporation’s debts and obligations. Limited liability protection in an S-Corporation refers to the legal separation between the personal assets of the shareholders (owners) and the business assets, which protects shareholders from being personally responsible for the company’s debts and legal obligations.

In an S-Corporation, shareholders’ personal assets, such as their homes, cars, and personal savings, are not at risk if the business faces financial difficulties or lawsuits. The shareholders’ liability is limited to the amount they have invested in the company. This limited liability is a significant advantage of incorporating a business as an S-Corporation, as it provides a safeguard for the personal financial well-being of the business owners.

It is important to note that limited liability protection can only be supported if the shareholders maintain proper corporate formalities, such as keeping separate business and personal finances, holding regular shareholder meetings, and maintaining accurate business records. In such cases, courts may “pierce the corporate veil” and hold shareholders personally liable for the company’s debts and obligations.

Transferability of Shares

Shares in an S-Corporation are more easily transferable than those in an LLC, allowing for greater flexibility in ownership changes. Transferability of shares in an S-Corporation refers to the ability of shareholders to sell, gift, or otherwise transfer their ownership interest in the company to another person or entity. This is an important aspect of an S-Corporation’s structure, as it allows for flexibility in ownership and the potential for raising capital through the sale of shares.

However, there are certain restrictions on the transferability of shares in an S-Corporation, which are imposed by the Internal Revenue Service (IRS) to maintain the company’s eligibility for S-Corp status:

  • Shareholders: The number of shareholders in an S-Corporation is limited to a maximum of 100. Only individuals, certain trusts, and estates can be shareholders; other corporations and partnerships are generally not allowed.
  • Eligible Shareholders: Only U.S. citizens and resident aliens can be shareholders in an S-Corporation. Non-resident aliens are not allowed to hold shares.
  • One Class of Stock: S-Corporations can only have one class of stock. All shares must have the same rights and privileges, such as voting rights and distribution preferences. However, differences in voting rights are allowed if they are not tied to economic rights (e.g., distribution preferences).
  • Perpetual Existence: Perpetual existence refers to the concept that a business entity, such as an S-Corporation, can continue to exist indefinitely, regardless of changes in ownership or management. This means the corporation can outlive its original founders and shareholders and continue to operate even if individual shareholders pass away or decide to sell their shares.

This characteristic of an S-Corporation provides stability and continuity for the business, as it ensures that the corporation’s operations, contracts, and legal obligations remain unaffected by changes in ownership. It also makes it easier for the company to attract investors and raise capital. Potential investors can be confident that the business will continue to exist even if the original owners are no longer involved.

Disadvantages of Forming an S-Corporation

Despite these advantages, moving to an S corporation only sometimes makes sense – or at the very least, necessitates a thorough review of certain situations. The following issues may arise in particular:

Restrictions on Shareholders

S-Corporations are subject to specific restrictions, such as a maximum of 100 shareholders and limitations on the types of eligible shareholders (e.g., only individuals, certain trusts, and estates).

Single Class of Stock

S-Corporations are limited to issuing only one class of stock, which can limit flexibility in raising capital or creating different ownership structures. A single class of stock in an S-Corporation refers to the requirement that the corporation only issues one type of stock with equal rights and characteristics for all shareholders. This means that all shares of stock must have the same economic rights, such as dividend distribution preferences and liquidation rights, as well as voting rights. The single class of stock requirement is one of the key criteria the Internal Revenue Service (IRS) sets for a corporation to qualify for S-Corp status.

Increased Complexity

Forming and maintaining an S-Corporation requires more paperwork, record-keeping, and compliance with state and federal regulations than simpler structures like LLCs.

Franchise Tax

S-Corporations in Idaho are subject to the annual franchise tax, which can financially burden some businesses.

In an Idaho S-Corporation context, the franchise tax is usually based on the company’s income, net worth, or a combination of both. Since S-Corporations are pass-through entities for federal income tax purposes, meaning that their income is not taxed at the corporate level but rather passed through to individual shareholders, they may be exempt from or subject to lower franchise tax rates in some states than traditional C-Corporations.

However, S-Corporations must still comply with Idaho franchise tax requirements, which may include annual filings and tax payments. It is crucial for S-Corporation owners to understand the specific rules and regulations in their state of operation and to consult with a tax professional to ensure compliance and minimize their tax.


What is an S-Corporation?
An S-Corporation is a type of corporation that opts for pass-through taxation rather than double taxation with potential tax savings.
Can an S corporation be based in Idaho?
Yes, an S corporation can be based in Idaho as long as it meets the legal requirements.
What are the legal requirements to form an S corporation in Idaho?
The legal requirements vary by state but usually include organizing under state laws and filing with the Secretary of State in Idaho.
How much does it cost to incorporate an S corporation in Idaho?
The cost of incorporating an S corporation in Idaho depends on the size of the company but can range between $50 and a few thousand dollars.
Do I need a lawyer to start an S corporation in Idaho?
No, you do not need a lawyer to start an S corporation in Idaho, but it is always advisable to consult legal counsel.
How long does it take to form an S corporation in Idaho?
On average, it can take between 4-6 weeks to start an S-Corporation in Idaho.
Can I be the only shareholder and employee of an S corporation in Idaho?
Yes, one shareholder can form an S corporation in Idaho, and that shareholder can also be the only employee.
Do I need an Idaho resident to form an S corporation in Idaho?
No, an Idaho resident is not required to form an S corporation in Idaho.
Can an S corporation in Idaho hire employees related to its shareholder?
Yes, an S corporation in Idaho can hire an employee that is related to its shareholder.
Do I need to obtain any licenses or permits to run an S corporation in Idaho?
The type of licenses or permits that you require to run an S corporation in Idaho varies based on the type of business you are conducting.
Do I need to pay Idaho taxes for an S Corporation since it’s a pass-through entity?
Yes, the pass-through entity still needs to pay Idaho payroll taxes.
Is there a difference between State and Federal S Corporation Income Tax Rates in Idaho?
Federal and state S Corporation income tax rates in Idaho might differ. The state tax rate in Idaho is 6.925%.
Do I need to file the 1120S Idaho Income Tax Return every year?
While S corporations typically do not pay entity-level taxes federally, Idaho does impose an $20 fee on S Corporations, along with an informational return.
What are the federal tax filing requirement for S Corporations in Idaho?
S Corporations must file an annual federal tax return using IRS Form 1120S, although S Corporations generally don’t pay any federal income taxes.
Can SMMs (Single-Member LLCs) be treated as Idaho S Corporations for tax purposes?
Yes, SMMs have options to be treated as S corpos for tax purposes for filing purposes to get closer limits on personal liability.
Are there any restrictions on the stock ownership required to form an Idaho based S Corporation?
Under federal tax laws, an S Corporation can have no more than 100 shareholders, and Idaho laws may enforce additional restrictions.
How is liability determined for an S corporation in Idaho?
Similar to a corporation in Idaho, shareholders often have limited liability, and in the instances where S-corps are personally conducting actions carrying liability, once again, specific and clear legal advises of attorneys and accountants alike offer you ultimate protection.
Does Idaho require an annual report for an S corporation?
Yes, the state of Idaho needs an annual report to be filed for every S Corporation based in Idaho.
Can an LLP (Limited Liability Partnership) be converted into an S Corporation?
If an LLP is eligible, it can be converted into an S Corporation by following specific IRS procedure in Idaho.
Is there any difference between the steps required to start an S Corporation in Idaho versus start a traditional corporation?
Incorporating a traditional corporation in Idaho and incorporating an Idaho S Corporation follow two similar but subtly different steps of registration.
Is Idaho a favorable tax state for S-Corporations?
Idaho can be a state with some advantages, particularly in personal income tax structures.
Can an out-of-state resident and/or business form an S Corporation in Idaho?
As long as the Legal Character reading is clear on all items, it is feasible to Do business as an Out-of–State S-Corporation in Idaho If all requirements are met.
Can a foreigner/non- become a shareholder or board member of an S corporation in Idaho?
Yes, It is possible as ir resident or foreign head or citizen to incorporate an S corporation and as well become the owner/shareholder/director of the corporation.
Is there a possibility of converting from an LLC to an S-Corporation in Idaho?
Yes, an Idaho-based LLC can use IRS provided technique and apply for its conversion to an S Corporation.
Should I consider operating a franchise with S corporations in Idaho?
Many franchise businesses are formed under and still operate under S Corporation legal status in Idaho.
Are there any specific tax hacks for small-scale S corporations?
Grants, Alternative CAPTION Act startups, and other refunds are available, check out Idaho Department of Commerce site to learn more about contextual kickbacks and reimbursements.
In Idaho do rules apply on Offering Early Stock Exchange Trading Options to Employees?
Early Stock exchange plans are governed by US Federal law, while Restricted ID stock purchase plans occur solely between S Corporations and Employees in Idaho.
Does a Merger with Other Corporate combinations follow the same process for S Corps in Idaho?
For S Corps based in Idaho, mergers and similar structural consolidations are generally in observance of state and IRS Federal laws when required, and only advise with the best industry approvals.
What is an S-Corporation in Idaho?
An S-Corporation is a tax designation added to a business that allows it to avoid double taxation.
How do I start an S-Corporation in Idaho?
You need to file an Articles of Incorporation with Idaho’s Secretary of State.
Does Idaho recognize S-Corporations?
Yes, Idaho does recognize S-Corporations.
What are the requirements to register an S-Corporation in Idaho?
You’ll need to check with the Secretary of State, but typically you’ll need to provide a name, an Idaho registered agent, and an Articles of Incorporation.
Can my S-Corporation operate in another state?
Yes, but you’ll still need to register in that state as needed.
What are some benefits of starting an S-Corporation in Idaho?
Some benefits may include lower tax rates, protection from personal liability, and the ability to raise money through stock sales.
How do I convert my existing business to an S-Corporation in Idaho?
You’ll need to follow the requirements set forth by the Secretary of State, which may involve filing amended Articles of Incorporation.
Does my S-Corporation need to have multiple shareholders?
Not necessarily, an S-Corporation can have one shareholder.
How will an S-Corporation impact my personal taxes?
Income generated by an S-Corporation flows through to the shareholders, so it may impact your personal taxes.
Do S-Corporations have to pay state taxes in Idaho?
Yes, S-Corporations operating in Idaho are required to pay state taxes.
How many S-Corporations are there in Idaho?
As of 2021, there were over 30,000 active S-Corporations registered in Idaho.
Can a foreign corporation register as an S-Corporation in Idaho?
Yes, but you must be authorized to transact business in Idaho and follow the same filing requirements.
How long does it take to register an S-Corporation in Idaho?
It takes about 1-2 business days to process your Articles of Incorporation.
What happens if I want to dissolve my S-Corporation in Idaho?
You’ll need to follow the filing and tax requirements set forth by the Secretary of State.
What types of businesses are eligible for S-Corporation status in Idaho?
Any business taxed as a corporation is eligible to apply for S-Corporation status in Idaho.
What is Idaho’s corporate tax rate?
Idaho’s corporate tax rate was recently reduced to 6.925% as of July 1, 2020.
Do S-Corporations need to hold annual meetings in Idaho?
Yes, it is recommended that you hold an annual meeting and maintain minutes in your corporate record book.
What is a registered agent in Idaho?
A registered agent is a person or entity designated to accept service of legal papers on behalf of the business in Idaho.
Can a single-member LLC elect to be taxed as an S-Corporation in Idaho?
Yes, a single-member LLC is eligible to elect S-Corporation status for tax purposes.
Do I need to hire an attorney to file my Articles of Incorporation in Idaho?
No, it is not required, but you may wish to seek legal advice for your specific situation.
Are S-Corporations required to keep track of ordinary and necessary business expenses in Idaho?
Yes, businesses are required to keep track of business expenses for tax reporting purposes.
Can a non-profit organization be taxed as an S-Corporation in Idaho?
No, non-profit organizations operate under a different set of tax rules.
How much does it cost to register an S-Corporation in Idaho?
As of 2021, the filing fee is $100.
Can I change the name of my S-Corporation down the road in Idaho?
Yes, you’ll need to file an amendment with the Secretary of State and other necessary documents.
Can an S-Corporation in Idaho have subsidiaries?
Yes, discussions in Idaho law allow for S-Corporations to have subsidiaries.
What is the filing deadline for S-Corporation taxes in Idaho?
March 1st is the deadline for Form 41S Idaho Fiduciary Income Tax Return.
Does an S-Corporation in Idaho need a written agreement between shareholders?
It is not required by Idaho law, but it is recommended to have a written agreement describing the ownership structure and distribution of profits.
Can an Idaho S-Corporation elect another state’s tax status?
No, your business must operate based off Idaho’s tax code under federal tax law.
Can my business adopt S-Corporation taxation if we already have a C-Corporation?
Yes, your business can elect S-Corporation taxation to replace a C-Corporation tax structure.

Also Read

Why You Should Start Idaho S Corp

An S Corporation, or S Corp for short, is a type of corporate structure that allows business owners to avoid double taxation on their income. This means that profits and losses are passed through to the shareholders and reported on their individual tax returns. This is particularly beneficial for small business owners who want to take advantage of the limited liability protection that a corporation provides, while also avoiding the double taxation that comes with a traditional C Corporation.

Starting an S Corp in Idaho can be a smart choice for several reasons. Firstly, Idaho offers a business-friendly environment with various resources for entrepreneurs. The state has a flourishing economy and a low cost of living, making it an attractive destination for business owners looking to establish their presence in a state that is conducive to growth and development.

Additionally, establishing an S Corp in Idaho can help to protect your personal assets. If your business were to face financial difficulties or legal issues, having your business structured as an S Corp can safeguard your personal assets from being at risk. This limited liability protection can provide peace of mind and security for you as a business owner, allowing you to focus on growing your business without worrying about potential risks.

Furthermore, the tax advantages that come with starting an S Corp in Idaho are substantial. S Corporations are considered pass-through entities, meaning that the business does not pay federal income taxes on its profits. Instead, these profits are passed through to the shareholders, who report them on their individual tax returns. This can result in significant tax savings for business owners compared to other business structures.

In addition to the tax benefits, starting an S Corp in Idaho can also result in increased credibility and professionalism for your business. By having a formal corporate structure, you can enhance your business’s reputation and attract investors, clients, and partners who may be more inclined to do business with a corporation rather than a sole proprietorship or partnership.

Overall, starting an S Corp in Idaho can offer a host of advantages for entrepreneurs looking to establish their presence in a business-friendly state while reaping the benefits of limited liability protection, tax savings, and increased credibility. If you are considering starting a business in Idaho, choosing to structure your business as an S Corp may be a decision that sets you on the path to success and prosperity.


Forming an S-Corporation in Idaho can be a beneficial decision for small business owners seeking liability protection, pass-through taxation, and easier transfer of ownership. By meeting the requirements set by the IRS and following the necessary steps, business owners can take advantage of an S-Corp’s unique structure and benefits. However, it is essential to consider the potential drawbacks, such as increased paperwork and limitations on ownership, before making a final decision. Consulting with a legal or financial professional can help business owners determine if an S-Corporation is right for their needs and goals.

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