How to Dissolve (Close) an LLC in Idaho

If you have a limited liability company (LLC) in Idaho, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state— whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Idaho. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Idaho law requires you to gain consent of all members to dissolve. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll want to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Idaho, your notice must contain a mailing address to send written claims and a deadline of at least 120 days to send a claim.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with State

In Idaho, the process to officially dissolve your LLC is to file the Articles of Dissolution with the Idaho Secretary of State.

You can file your dissolution online or by paper. Read on for instructions on each of these options.

Online Filing

If you’d like to file online, visit Idaho’s Online Business Services website and log in or create an account.

From the left-hand menu, click on the Business Search icon.

Search for your business and select it from the list. A menu should appear on the right-hand side.

Click on “Request Access” to send an email to the business holder’s email address on file. 

Once you’ve verified that this business belongs to you, go back to your listing. Next to “Request Certificate,” there should be two new buttons.

Click on “File Amendment” and fill out and submit your Articles of Termination.

Filing online is free and will be processed immediately.

Paper Filing

Suppose you’d like to file by paper; download and fill out the Articles of Dissolution PDF. Unfortunately, the Secretary of State’s office will only accept typed forms— you cannot fill them out by hand.

Paper filings cost $20.

Prepare a check or money order payable to the Secretary of State and mail or deliver your document and fee to:

Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise ID 83720-0080

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.