Idaho · Operating agreement
Idaho LLC operating agreement
What Idaho's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Idaho operating agreementWhat Idaho’s LLC act says
Idaho's act uses the term operating agreement. It means the agreement of all the members of the company, including a sole member, and includes the agreement as amended or restated. 4
Idaho defines the operating agreement as an agreement of all the members, whether oral, implied, in a record, or any mix of those. It does not have to be called an operating agreement. 4
What Idaho’s act does not let an agreement change:
- Cannot eliminate the duty of loyalty or the duty of care 1
- Cannot vary rules on registered agents or the secretary of state 1
- Cannot relieve liability for bad faith or willful misconduct 1
One-member company. Idaho's definition of the operating agreement expressly covers the agreement of all the members of a company, including a sole member. 4
Not confirmed for Idaho from an official source: whether an Idaho agreement is filed with the state.
What happens with no agreement
In Idaho an LLC is member-managed unless its operating agreement says it is manager-managed, managed by managers, or uses words of similar meaning. Members have equal rights in management. 2
Idaho says distributions made before dissolution go out in equal shares among the members, with limited exceptions for transfers and charging orders. 3
What the template covers in Idaho
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Idaho’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form an Idaho LLC
You form an Idaho LLC by filing with Idaho’s Secretary of State.
The Idaho annual report is due the last day of your formation anniversary month. 5
Every domestic filing entity, including an LLC, must designate and maintain a registered agent in Idaho (Idaho Code 30-21-402). 6
Search the Idaho business records at the Secretary of State before you file: Idaho entity search.
The operating agreement for an Idaho LLC is separate from the Idaho formation filing.
Common questions
Is an operating agreement required for an LLC in Idaho?
Idaho's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules in section 30-25-105 govern it. 1
Is there an Idaho LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Idaho LLC have an operating agreement?
Idaho's definition of the operating agreement expressly covers the agreement of all the members of a company, including a sole member. 4
Does an Idaho operating agreement need to be notarized?
None of the Idaho rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep an Idaho operating agreement, and is it filed?
We could not confirm from an official Idaho source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Idaho’s Secretary of State. 7
Also in Idaho
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Idaho LLC act, section 30-25-105 legislature.idaho.gov, checked Nov 13, 2026
To the extent the operating agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.
- Idaho LLC act, section 30-25-407 legislature.idaho.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- Idaho LLC act, section 30-25-404 legislature.idaho.gov, checked Nov 13, 2026
must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 30-25-502
- Idaho LLC act, section 30-25-102 legislature.idaho.gov, checked Nov 13, 2026
whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member
- Idaho annual report sosbiz.idaho.gov, checked Sep 1, 2026
- Idaho LLC act, registered agent rule legislature.idaho.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings sos.idaho.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Idaho’s rules. It is not legal or tax advice.
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