A limited liability partnership (LLP) is a partnership that is structured in the same manner as and functions much like a general partnership, but with a key difference. All of the owners are general partners and are equally responsible for management of the company. However, the liability of all of the general partners is limited. In the event that a LLP has to pay money to a person or another organization, the partners are only responsible up to the amount of money they put into the business and cannot be held personally liable.
Idaho’s laws have a series of requirements that a company must meet in order to be considered an LLP. A company seeking to be an LLP needs to have a name that includes “Limited Liability Partnership,” “LLP”, “L.L.P.”, “Registered Limited Liability Partnership,” “R.L.L.P.”, or “RLLP”. If the company seeking to be an LLP is a professional entity, such as a podiatry practice or an architecture firm, it can choose to include either the word “professional” before the word “limited” or the letter ”p” before the first “l”. The business must also select a registered agent who can accept legal documents for the LLP. This can be an individual who lives in Idaho or a business that is registered in Idaho, but they must maintain a street address where they can be reached during normal business hours. Finally, an LLP must file the requisite paperwork with the Idaho Secretary of State’s Office.
A company can become an LLP once they file the correct paperwork, which must be printed out from the Idaho Secretary of State’s website and sent in duplicate to the Office of the Secretary of State. Domestic LLPs, which are LLPs that are first registered in Idaho, need to file a Statement of Qualification of Limited Liability Partnership. The form requires one to disclose the LLP’s name, principal office address, mailing address, and address for an office in Idaho, if the principal office is not located in Idaho. You will also need to put down the name and address of the registered agent. It must be signed by all of the partners.
Foreign LLPs, which are LLPs that were first registered in another state or country, have to file a Foreign Registration Statement along with a certificate of good standing or existence from where they were originally registered. You will need to indicate that you are seeking to register an LLP and provide the name of the LLP, the name that the LLP plans to use in Idaho, the address for the LLP’s principal office, and a mailing address if it varies from the principal office’s address. Also, you will be required to list where the LLP was originally formed and the addresses and names of both the registered agent and one of the general partners. Before mailing in the form, you will need to have a partner sign both copies.
LLPs do not have to pay any annual fees in Idaho. There is not even a filing fee for the annual report that each LLP needs to file. There also several tax incentives for companies that do business in Idaho. One such incentive is the 2.5% real property improvement tax credit that can be up to $125k in any one year.
Idaho does require that LLPs file an annual report with the Idaho Secretary of State. If the annual report is not filed on time, then the Secretary of State may terminate the LLP’s registration. While a domestic LLP can reinstate its registration by filing a simple Reinstatement Form, a foreign LLP will need to go through the whole process of re-registering itself with the Secretary of State.
Establishing an LLP in Idaho can be a tricky process. You should speak with a business lawyer in Idaho to figure out how to avoid pitfalls that may pop up along the way.