An Idaho LLC operating agreement is the internal contract that governs how members share profits, manage ownership, and exit the company. Idaho Code § 30-25-102(9) allows this agreement to be oral or implied, but a written version is the only one banks and courts will enforce consistently. For a newly formed LLC, manager-management must be stated in the agreement or the company defaults to member-management under the Idaho Limited Liability Companies chapter.
Choose the version that matches your Idaho LLC structure.
Is an Operating Agreement Required for an Idaho LLC?
No. Idaho does not require an operating agreement as a condition of forming an LLC. Formation occurs through a Certificate of Organization with the Idaho Secretary of State, and Idaho Code § 30-25-201 expressly says the Secretary of State will not accept operating agreements for filing. The Secretary of State currently lists a $100 base filing fee for an LLC Certificate of Organization, with an additional $20 manual-processing fee for paper filings.
Idaho also does not make notarization a condition of an operating agreement. The statute’s recognition of oral and implied agreements means a notarized written document is not required for an agreement to fall within Idaho’s statutory definition.
Idaho’s Legal Definition of an LLC Operating Agreement
“Operating agreement” means the agreement, 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, concerning the matters described in section 30-25-105(a), Idaho Code. The term includes the agreement as amended or restated.
Idaho’s definition is unusually flexible about form. The agreement does not have to begin as a signed paper contract, although putting the terms in writing makes the LLC’s rules much clearer.
Idaho expressly recognizes all three forms, and an operating agreement can combine them.
The statutory definition specifically covers an agreement of a one-member LLC.
Under § 30-25-105, the operating agreement can govern member relationships, manager duties, company activities, and how the agreement is amended. Idaho’s statutory rules apply wherever the agreement leaves a gap, subject to limits the agreement cannot override.
Idaho LLC Defaults That May Surprise Owners
These are Idaho rules worth addressing directly in the operating agreement because several do not follow ownership percentages or ordinary expectations.
The LLC is member-managed unless the operating agreement expressly provides for manager-management.
§ 30-25-407(a)In a member-managed LLC, members have equal management rights, and ordinary-course disagreements are decided by a majority of the members.
§ 30-25-407(b)Before dissolution, the statutory default is to make distributions in equal shares among members.
§ 30-25-404(a)Acts outside the ordinary course and amendments to the operating agreement require the consent of every member.
§ 30-25-407(b)(4), (c)(3)A member of a member-managed LLC is not automatically entitled to pay for services, except reasonable compensation for winding up the company.
§ 30-25-407(h)Dissociation by itself does not give the departing person an immediate right to a distribution.
§ 30-25-404(b)- Idaho Secretary of State, SOSBiz Online Filing Portal
- Idaho Legislature, Title 30, Chapter 25, Limited Liability Companies (Full Act)
- Idaho Code § 30-25-105, Operating Agreement Scope, Function, and Limitations
- Idaho Code § 30-25-201, Formation and Certificate of Organization
- Idaho Code § 30-25-407, Management of Limited Liability Company
- Idaho Code § 30-25-404, Sharing of and Right to Distributions Before Dissolution
