Corporate Frequently Asked Questions

What information relating to a corporation is available and how do I obtain it?
Information relating to a corporation of record with the Secretary of State includes the date of incorporation, corporate number, status, type of business, name and address of the agent for service of process, corporate office address, name and address of the chief executive officer, secretary and chief financial officer, and, for domestic stock corporations, names and addresses of directors. To obtain this information, Call Record Search America at 208.375.1906 or email us at email us at corporatefilings@reasearchforyou.com

How do I obtain copies of documents filed with the Secretary of State's office?
Copies of documents filed with the Secretary of State's office can be obtained by calling Record Search America at 208.375.1906 or email us at email us at corporatefilings@reasearchforyou.com.

How do I determine if a corporate name is available for use?
Call Record Search America at 208.375.1906 or email us at email us at corporatefilings@reasearchforyou.com.

NOTE: The reservation of a corporate name or the filing of Articles of Incorporation does not of itself authorize the use in this state of a corporate name in violation of the rights of any other person who may have acquired rights to the use of the name by reason of some other law.

How do I reserve a corporate name?
Requests for the reservation of corporate names may be made by calling Record Search America at 208.375.1906 or email us at email us at corporatefilings@reasearchforyou.com. Name reservations are good for a period of 60 days.

Can I obtain corporate bylaws from the Secretary of State?
Corporate bylaws are not filed with the Secretary of State. Bylaws are kept at the corporation's principal executive office (if located in this state) or the corporation's principal business office in this state. The bylaws shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, it shall, upon the written request of any shareholder, furnish to such shareholder a copy of the bylaws as amended to date.

Do I need an attorney to incorporate?
An attorney is not required to form a corporation, however, if you are unsure of the proper procedures or if you need advice about establishing or operating a corporation, you should contact private legal counsel. Record Search America can assist you with your incorporation needs but we are not attorneys and cannot provide legal advice.

What is an agent for service of process?
An agent for service of process is an individual (or another corporation) designated by a corporation to accept service of process if the corporation is sued. Idaho residency is the only requirement for an individual to be named as an agent for service of process. Call Record Search America at 208.375.1906 and speak to a representative to find out how we can act as your agent for service of process.

NOTE: A corporation cannot act as its own agent. Approval from a proposed agent should be obtained prior to designation.

Do I need a tax ID number? Where do I get tax related information about forming my business?
The Idaho State Tax Commission assigns tax ID numbers and can answer your tax related questions. You can check out the Idaho State Tax Commission's web site (they have an excellent FAQ section) or telephone (208) 334-7500 or 1-800-972-7660.

What do I file in the Secretary of State's Office when forming a corporation?
Profit and Non-Profit Corporations:
You file Articles of Incorporation. The Secretary of State's office provides optional forms for articles of incorporation of profit corporations, or the legal document may be drawn up by an attorney or the individuals wishing to form the corporation. If the individuals do not wish to seek the help of an attorney, they may refer to Idaho Code for assistance. Section 30-1-202 for profit corporations and 30-3-17 for non-profit corporations.

How many people have to sign the Articles of Incorporation?
One of the incorporators listed in the articles needs to sign. There must be at least one incorporator. The incorporators' duties terminate upon filing.

How do I qualify an out of state corporation to do business in Idaho?
You file Application for Certificate of Authority (For Profit) or Application for Certificate of Authority (Nonprofit) a form provided by the Secretary of State's Office. The application must be accompanied by an original certificate of corporate status from the corporation's state of domestication, dated within 90 days of filing, along with the filing fee.

Will you accept certified copies of a filing from another state in lieu of the certificate of status?
No, the certificate must be an original certificate of status, not certified copies.

Are bylaws filed with the Secretary of State's Office?
No, bylaws are not filed in any public office. They are kept with the corporation's private records.

How do I reserve a corporate name?
Write a letter, or file Application for Reservation of Corporate Name Form provided by the Secretary of State's office, requesting the name you would like to reserve. This reserves the name for 4 months.

When I reserve a business entity name does the registration fee apply to any other filing fee?
No, the fee is only applied to the reservation filing. It does not transfer to any other filing that would be done in the future.

How do I change the name of my corporation?
Profit and Non-Profit Corporations:
You must file Articles of Amendment. The Secretary of State provides optional forms for Articles of Amendment of profit corporations, or the legal document may be drawn up by an attorney or the individuals wishing to amend the articles. If the individuals do not want to seek the help of an attorney, they need to refer to Idaho Code section 30-1-1006 for profit corporations and 30-3-93 for non-profit corporations.

Do the business entity documents filed with the Secretary of State's Office need to be notarized?
No.

Must a corporation have a registered agent?
Yes, all foreign and domestic corporations must have a registered agent pursuant to Idaho Code section 30-1-501.

What is the purpose of the registered agent?
The registered agent is the person named to receive service of process on behalf of the corporation if litigation occurs.

Can a registered agent have a post office box address?
A post office box is not accepted as an address for a registered office. The registered agent must be a person or another corporation located at a physical street address in Idaho. A post office box can be used for the mailing address for the corporation.

What if I don't know anyone to act as registered agent in Idaho?
Record Search America will act as your registered agent for foreign corporations.

Does the Secretary of State's Office keep record of stock ownership?
No. Stock ownership is not a matter of public record. To find this information you may contact the corporation's secretary or stock record agent. Keep in mind they are not required to disclose this information except to shareholders.

I was cleaning out my grandparents attic and found some old stock certificates for a company that was incorporated in Idaho ... can you tell me if the company still exists and if the stock is worth anything?
Yes and no. We can search our records and tell you the history of the corporation - whether the company still exists under the same name, has merged, changed it's name, dissolved, etc. If the company is still in existence we can tell you the address we have on file and the most current officers shown on their annual report. We cannot tell you any information n stock value, it is not a part of the information filed with us.

There is a web site, Scripophily.net, that contains information on how to go about researching old stock value. It can give you some idea if your stock certificates have value as collectibles even if they have no value as a stock.

Our standard disclaimer applies:

Scripophily.net is a commercial site and our link is not intended to recommend or endorse this particular business, the link is provided for informational purposes only
The content of the Scripophily.net web site is under their control and any questions or comments regarding information found on the site should be directed to them
If we become aware of other web sites offering similar information, they may also be linked.

What does it mean when a corporation is in good standing?
It means the corporation has met the filing requirements for filing an annual report form updating officers and directors. There is no financial information on the report.

What does it mean when a corporation is forfeited?
It means the corporation involuntarily gave up its right to do business as a corporation because it failed to file the annual report form by the due date.

Can I fax my applications to the Secretary of State's Office?
Only if you have a prepaid account set up.

How many copies of the filing document will I need?
You will need to file two (2) copies of your document.

What is the turn around time for corporation documents?
We usually have a 3 -5 day turn around time, unless an expedite fee is paid. Expedited service is within 8 working hours.

Is it important to type my filing documents?
Yes, if documents are typed or printed legibly it ensures that the information is entered in our system correctly. If we can't read your handwriting your documents may be rejected.

Will Certificates of Assumed Business Name (ABN) previously recorded with a county be automatically be transferred to the Secretary of State's Office?
No. ABN's previously recorded at the county level were not transferred to the Secretary of State's office.

If I have recorded an ABN with the county recorder under the old law, must I file a new Certificate with the Secretary of State?
Yes. Certificates recorded with the county recorder became ineffective on December 31, 1998. Idaho Code Section 53-504 reads "...Any person who proposes to or intends to transact business in Idaho under an assumed business name shall, before beginning to transact business, file with the secretary of state a certificate of assumed business name...."

What is the difference between a DBA and an ABN?
None. The term "DBA" is the abbreviation for "Doing Business As," which is a slang term for "Assumed Business Name" or "Certificate of Assumed Business Name."

How long does an ABN filed with the Secretary of State's office remain effective?
Five (5) years.

Can effectiveness be continued?
Yes, in the six (6) months prior to the date the Certificate of Assumed Business Name will expire.

What happens if two businesses file certificates for the same ABN?
Both will be accepted. Certificates of Assumed Names are notice filings only. There is no protection for an assumed name against another business entity using the same name.

Can a filed ABN be changed or cancelled?
Yes. The name, mailing address, owners names, owners address, type of business can be changed.

Must the forms be filed in duplicate?
No, only one original is required.

Must an ABN be filed on a special form?
Yes, Record Search America will fill the form out and file the documents for you.

Will Assumed Business Name Information be available on-line?
Yes. ABN filings are included in the Secretary of State's on-line search.

Must the ABN filing form be notarized?
No. Notarization is not necessary.

Information courtesy of the Idaho Secretary of State's web site