How to Reinstate an LLC in Idaho

How reinstatement works in Idaho

An Idaho LLC that misses its free Annual Report and ignores the 60-day notice is administratively dissolved. Idaho is generous on timing: a domestic LLC can apply for reinstatement up to 10 years after the dissolution date under Idaho Code 30-21-603. The fee is $30, and since annual reports for LLCs cost nothing, the total cost of catching up is usually just that $30, plus the $20 manual surcharge if filing on paper. The application states the LLC's name, the dissolution date, its principal office and agent details, and that the grounds for dissolution have been cured. If the name has been taken in the meantime, a new name is required. Reinstatement relates back to the dissolution date, so the LLC is treated as continuously existing, though people who relied on the dissolution before learning of the reinstatement keep their rights. Foreign LLCs cannot reinstate and must register again.

Steps to reinstate an Idaho LLC

1. Application for reinstatement stating the LLC name at dissolution (and a new name if the old one is no longer available)
2. Principal office address and registered agent information
3. Effective date of the administrative dissolution
4. Statement that the grounds for dissolution did not exist or have been cured
5. File the current annual report and pay all fees owed to the Secretary of State
6. Form to use: Reinstatement (filed in SOSBiz).
7. Online through SOSBiz; paper filing is possible but adds the $20 manual-processing surcharge.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$30 application for reinstatement (Idaho Code 30-21-214(b)(27)), plus any fees, taxes, interest, and penalties owed to the Secretary of State; missed annual reports carry no fee. A $20 surcharge applies to paper filings that require manual entry. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Idaho Code 30-21-603(d) makes reinstatement relate back to the effective date of the administrative dissolution, and the LLC resumes as if it had never been dissolved, except that rights of a person who relied on the dissolution before learning of the reinstatement are preserved.
• Your LLC name: The application may require a different name if the LLC's name no longer complies, for example because another entity has taken it during the dissolution.

The most common cause is a missed Annual Report. See the Idaho Annual Report guide for deadlines so it does not happen again.

Reinstatement in Idaho and nearby states

Mistakes that slow down an Idaho reinstatement

• Paying a filing service large fees for a process that costs $30 through SOSBiz.
• Letting more than 10 years pass, after which Idaho Code 30-21-603 no longer allows reinstatement.
• Trying to reinstate a foreign LLC, when Idaho only allows domestic entities to reinstate and foreign LLCs must re-register.