How to Amend a Idaho Certificate of Organization

Owning and running an Idaho business is so much more than just formation. Staying state compliant is just as important, and will affect your business’s growth. There may come a time when you need to update information contained in the founding document for your Idaho limited liability company (LLC). Referred to as Articles of Organization in other states, Idaho refers to its LLC formation document as a Certificate of Organization, but both serve the same function.

Your Certificate of Organization contains important information such as contact information for your registered agent and where to send correspondence. If this information changes, you must file an amendment to your Certificate of Organization to update it. Let’s walk through how to file a Certificate of Amendment with the state of Montana, why you need to do so, and how we can make the process easier.

What is an Idaho Certificate of Organization?

A Certificate of Organization is the document you file with the Idaho Secretary of State to create an LLC. It includes the following basic information about the LLC:

• LLC name
• Street and mailing address of the LLC’s principal office
• Registered agent contact information
• Name and address of at least one LLC governor
• Mailing address for future correspondence

A governor is either a manager of a manager-managed LLC or a member of a member-managed LLC. 

If you’re at the beginning stage of forming an LLC, we can help. We provide a fast and simple way to create an LLC in Idaho. Check out our Idaho LLC formation service page for more information. You can even find a registered agent that meets state legal requirements, with our Idaho registered agent service. 

Step 1: Determine if you need to change your Idaho Certificate of Organization

The Idaho Secretary of State requires you to notify them of certain changes within your LLC. For example, if you change your LLC name or remove a manager or member from the business, the state must know for several reasons. First, the information in the Certificate of Organization is public, so if someone needs to contact you they need accurate information. Second, if someone wants to sue your LLC (which we hope never happens), they need to serve your registered agent. Therefore, the agent’s contact information must be current. Lastly, for Idaho’s compliance and auditing purposes, you need to update your Certificate.

There are penalties for not updating your LLC’s Certificate of Organization. If the certificate isn’t current, the Secretary of State won’t issue you a Certificate of Good Standing (CGS), also known as a Certificate of Existence. This document is proof that your business exists and has authority to conduct business within the state. It also signifies that you’re compliant with Idaho law. Not being able to get a CGS may limit your LLC’s growth potential, as it’s necessary for some business transactions. For example, most banks and financial institutions require a CGS to open a business bank account. 

Step 2: Identify what to change in your Idaho Certificate of Organization

An Idaho LLC amendment is necessary to comply with Idaho law. The document you need to file varies based on what information you’re amending.

The Amendment to Certificate of Organization form is only for changing the LLC name, the street and mailing address of the principal office, the mailing address for future correspondence, and for adding or deleting managers/members from the LLC. 

Step 3: Gather information for filing your Idaho amendment

To complete the Amendment to Certificate of Organization form, as provided by the state, you need the following information:

• LLC name
• Date the original Certificate of Organization was filed
• Amendments
• Signature of a manager, member, or authorized person

Step 4: File your Idaho LLC amendment

You must file the Amendment to Certificate of Organization with the Secretary of State’s Office, and you can do so either online, by mail, or in person. The Secretary of State’s Office has the authority to delete a business entity filing from their database if you don’t include the proper filing fee. Since the fees are subject to change, it’s best to check the form itself for the most accurate fee information. 

To change your LLC’s registered agent, registered office, or both, the Secretary requires that you file a Statement of Change of Registered Agent, Registered Office, or Both form. You can file online, in person, or by mail, and the appropriate filing fee is noted on the form itself. 

To change your LLC’s mailing address, there is a separate form called the Statement of Change of Business Mailing Address. File online, in person, or by mail, and check the form for the current filing fee. 

If all the amendments, filings, and forms feel overwhelming, reach out to us. Our goal is to provide the support that business owners need to succeed. With our Worry-Free Compliance service, we’ll help you stay on top of things by reminding you of upcoming filing deadlines and helping you with your Idaho LLC amendments.  

Amendment vs. Restatement of Certificate of Organization

Depending on how much information you need to change, you can either amend or restate your LLC’s Certificate of Organization. An amendment is an update or addition to the original certificate. A restatement, on the other hand, essentially creates a brand new Certificate of Organization. The Secretary provides a Restatement of Certificate of Organization form and allows for filing online, in person, or by mail. Again, look to the form itself for the current filing fee amount. 

If any information in the Certificate of Organization is incorrect or the document was defectively signed, you must make the appropriate corrections. While the Secretary doesn’t provide a form, by law a statement of correction must include the information listed below and be filed with the Secretary of State: 

• Identify the record on file that needs corrected
• Specify the inaccuracy or defect to be corrected
• Correct the inaccuracy or defect

The person correcting the record must sign the statement of correction. 

We can help keep your Idaho LLC compliant

By now, we hope you have a better understanding of how an Idaho LLC amendment works. If not, contact us. We have the expertise and support available for you. Between our Idaho amendment filing service and Worry-Free Compliance service, we can help you with the filings and compliance requirements that come along with making changes to your LLC.