Idaho S Corp Formation

Idaho S Corporation Formation

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Steven S.

Steven Stark

266 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

155 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

193 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Eric B.

Eric Bert

2 reviews
Eric Bert is a Michigan-based lawyer with 13 years of experience in business law, estate planning, real estate, and civil litigation. He runs his own practice which allows him to work directly with his clients to deliver highly personalized legal solutions. Eric also has experience consulting California-based startups and is well versed in matters related to startups.
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Thomas K.

Thomas Knapp

Tom Knapp is a global strategic senior executive in the healthcare, transportation, aerospace, energy, and retail industries, providing legal and strategic business advice ... read more
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Teresa P.

Teresa Purtiman

2 reviews
Teresa Purtiman has more than 15 years’ experience as a corporate attorney. She primarily focuses on commercial contracts, trademarks and other legal cases related to business law. Teresa has represented DHL, The Kroger Company and Yusen Logistics. She has a Juris Doctor degree in law, which she obtained after graduating from the University of Akron School of Law. Teresa is licensed to practice law in Ohio. She is also the principal attorney and the owner of her own law firm.
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Douglas K.

Douglas Kidd

2 reviews
Doug Kidd is the Managing Partner for the Law Office of Douglas T. Kidd, P.C. He has drafted leases, contracts, shareholder agreements and other transactional documents for... read more
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Robert D.

Robert Dellenbach

2 reviews
Robert Dellenbach is a licensed attorney in California. He graduated summa cum laude from Stanford Law School. He lectures regularly at e2i.acadymy. He was a partner in Fenwick & West LLP and Reed Smith LLP until he opened his own law firm in 2013. He is an expert in the fields of venture capital and private equity financings, mergers, acquisitions, public offerings, and strategic intellectual property.
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Christopher H.

Christopher Hoffmann

Christopher has a range of legal experience including estate planning, immigration, business formation, contracts, and personal injury. Of all his responsibilities, he particularly enjoys in-depth research, investigation, and draftsmanship. After earning his law degree at Hofstra University School of Law, Christopher ran his own practice for a year with another lawyer.
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Kimberly F.

Kimberly Ford

2 reviews
Kimberly Ford is a business attorney with almost a decade of experience. She is licensed to practice law in Tennessee and Alabama. Kimberley obtained her degree in law from the University of Tennessee College of Law. She is experienced in dealing with legal matters related to commercial contracts and business formation, as well as labor and employment law. Kimberly has been the founder and president of Fordumas since July 2012.
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Why use UpCounsel to hire a Idaho S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Idaho

Starting an S Corporation in Idaho with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Idaho with UpCounsel, the attorney you choose to help you will conduct a business name search for your Idaho S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Idaho Secretary of State, your Idaho S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Idaho S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Idaho.

Requirements for Forming a Idaho S Corporation

Articles of Incorporation: When forming an S Corporation in Idaho, the Articles of Incorporation must be filed following NRS Chapter 86 with the Idaho Department of State Division of Corporations. Idaho state law requires that certain information be included in your Articles of Incorporation when forming your Idaho S Corporation.

This information must include:

  1. The S-Corp's name and address.
  2. The S-Corp's purpose.
  3. The S Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
  4. The number of shares the S Corporation is allowed to issue.
  5. The incorporator's name, address, and signature.

Additionally, a Idaho S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Idaho S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Idaho recognizes operating agreements as governing documents.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Resident Agent needed for a Idaho S Corporation

Remember every Idaho S Corporation must have a registered agent in Idaho, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Idaho resident or business entity authorized to do business in the state. However, the registered agent must have a physical Idaho street address.

Idaho Secretary of State

Once you create an S Corporation in Idaho, the Idaho Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Idaho Secretary of State.

Recurring Responsibilities and Duties for Idaho S Corporations

Annual Report: Each S Corporation shall provide an annual report to the Idaho Secretary of State regarding its financial condition to each of its officers, directors, and registered agent. The first annual report is due by the last day of the first month after S-Corp's Article of Incorporation was filed. The initial filing fee is $125.

Records: Each Idaho S-corp must keep the following records open to inspection at its office:

  1. The Articles of Incorporation and any amendments
  2. The S-Corp's Bylaws
  3. A stock ledger or a statement of where it is kept.
  4. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Idaho Secretary of State for specific licenses.

Annual List of Officers: All corporations doing business in Idaho must file a List of Officers, Directors, and Registered Agent and State Business License Application every year with the Idaho Secretary of State. Forms will be mailed to the corporation's registered agent each year. The filing fee is $125.

Filing Fees for a Idaho S Corporation

The processing fee for the Articles of Incorporation is $100 but can expediate for more. Also, the filing and reservation of the S-Corp's name is $20. These fees can change so it would be best to check with the Idaho Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards

Taxes for a Idaho S Corporation

A Idaho S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Idaho state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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