An Idaho LLC operating agreement is a legal document that lays out the organizational structure of your LLC. It covers important business procedures, such as voting, transferring membership interest, allocating profits and losses, and dissolution (should it ever come to that). You can use one of our attorney-drafted templates to fill out, save, and download your operating agreement for free.
Your operating agreement is an internal document, which means it isn’t filed with the Idaho Secretary of State, you keep it with your business records. However, you’ll still need an operating agreement tailored to your Idaho LLC’s needs. That’s why Northwest offers free, attorney-drafted operating agreement templates to get you started.
Technically, your operating agreement can include anything not covered by Idaho’s state statutes (within the parameters of the law). But a good operating agreement will include information about:
Want to focus on your business and leave the legal stuff to us? Our lawyers have drafted a comprehensive operating agreement you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free operating agreement template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your LLC Certificate of Organization.
Did an LLC member contribute $500? $5k? A storefront? Put that here.
You’ll just write in 16 here since our version has a set amount of pages.
Remember, this is an internal document, so you won’t have to submit these names to the state just because they’re on here. However, you might need to add these people to your BOI Report.
Include any initial contributions, even if it’s only a small percentage.
While we recommend having a business bank account, some banks like to actually see the operating agreement before you open the account. If that’s the case, you can leave this blank for now.
This is the place your business operates from.
You can add this in later if you aren’t sure when your meeting will be held.
There are a few spots in our template where you’ll need a signature from one or more members.
An Idaho LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to conduct company operations.
While a written operating agreement isn’t mandatory (per Idaho Statute § 30-25-102), an operating agreement is necessary for many important aspects of your business. Here are some examples:
In Idaho, you only need to include the name of one LLC member when filing your Idaho LLC Certificate of Organization. This is great for maintaining privacy, but not so great when it comes to showing proof of ownership, which you’ll need for things like opening a bank account and renting property. But because your operating agreement lists the names and addresses of all members, you can use it to prove who owns your LLC.
To benefit from limited liability status, business owners have to show a clear separation between personal and business finances and interests. Formalizing LLC processes in an operating agreement helps demonstrate that the LLC truly functions as an entity separate from its members.
An operating agreement establishes rules for your company, which all members are legally obliged to follow. Should any misunderstandings or disagreements arise, a strong operating agreement can help you nip ‘em in the bud.
If you don’t have an operating agreement, your LLC will be governed by Idaho’s state statutes. The problem is, Idaho’s default laws may not totally fit in with your business model. Creating your own operating agreement will help you customize your LLC’s internal operations in a way that works for you.
We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*
“Consider the case of Johnson v Crossett, where two individuals decided to pursue a business venture together. Following a handshake (unwritten) agreement, one of the individuals proceeded to form a single-member LLC. Later, the two individuals met to discuss the final touches on a draft operating agreement. While the two came to an understanding on the details, they both failed to actually execute the operating agreement. As a result, the second individual was determined by the courts to NOT actually be a member of the LLC. Litigation eventually occurred between the two original individuals, however the courts found in favor of the sole member of the LLC.
“Had the members of the LLC taken the time to plan ahead, discuss potential pain points, and distill their collective understanding into a written operating agreement, this dispute likely could have been avoided entirely.”
Northwest provides free, attorney-drafted and Idaho-specific operating agreement templates. Choose the one below that’s the best fit for your business.