How to Form an LLC in Iowa
Iowa Secretary of State—Business Services
First Floor—Lucas Building
321 East 12th Street
Des Moines, IA 50319-1002
Statutory Authority: Revised Uniform Limited Liability Company Act — Iowa Code § XII-2-489 (2013)
Iowa LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Organization. There is not an official form available from the Iowa Secretary of State. You must draft your own or use the template provided by reference180.wpengine.com.
3. Submit the completed documents, a photocopy of each, and filing fees to the Iowa Secretary of State.
Iowa Certificate of Organization
The following information is legally necessary and sufficient to form a limited liability company in Iowa:
1. Company name
2. Registered agent name and address
3. Name and address of each organizer
4. Signature of each organizer
Iowa LLC Fee Schedule
Application for Reservation of Name: $10.00
Certificate of Organization: $50.00
Certificate of Authority: $100.00
Certified Copy: $5.00 plus $1.00 per page
Biennial Report: $45.00 by mail, $30.00 online
Statement of Dissolution: $5.00
Your company name must end with a limited liability company designator. In Iowa the specific designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC” “Limited” may be abbreviated “Ltd.” and “Company” may be abbreviated “Co.”
Conduct an entity name search on the Iowa Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Iowa requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Iowa resident or active Iowa business entity that has an Iowa street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Iowa resident and have an Iowa street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Iowa limited liability company. Nevertheless, Iowa permits you to add other provisions to your Certificate of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File a Biennial Report.
Registering as a Foreign Entity
1. Complete the Application for Certificate of Authority.
2. Attach a certificate of existence, or a document of similar import, duly authenticated within 90 days prior to the application, by the official having custody of corporate records in the state of incorporation.
3. Submit the completed documents, along with the $100.00 filing fees, to the Iowa Secretary of State.
Dissolving an Iowa LLC
1. Complete a Statement of Dissolution. There is no official form, so you must draft your own.
2. Submit the completed document, along with the $5.00 filing fee, to the Iowa Secretary of State.