Forming an LLC in Iowa

Created by FindLaw's team of legal writers and editors.

If you're ready to begin forming an LLC, then you'll need to complete all of the requirements necessary to get the job done. This article discusses forming an LLC in Iowa and provides links to formation documents and relevant Iowa statutes.

Forms for Iowa LLC Formation

Forming an Iowa LLC requires the preparation and filing of specific documents. You can use FindLaw's LLC Formation Package to begin the process on your own.

LLC Attributes

An "LLC" or "limited liability company" is a business structure that protects its owners from personal liability from the company's judgments and debts. An LLC also gives owners the tax advantage of "flow-through" taxation found in a partnership.

Summary of Forming an LLC in Iowa

Although the steps needed to form an LLC don't vary much based on jurisdiction, each state handles the requirements a little differently. See the chart below for a summary of forming an LLC in Iowa.

Statutes

Iowa Code Title XII. Business Entities Chapters 489:

  • Section 489.201 (certificate of organization)
  • Section 489.108 (LLC name)
  • Section 489.109 (name reservation)
  • Section 489.110 (operating agreement)
  • Section 478.113 (registered agent)

Name the LLC

Iowa law requires that the LLC names must:

  • End with the terms "Limited Liability Company"; or "Limited Liability Co."; or the approved abbreviations "L.L.C." or "L.L.C." or "Ltd," and" Co."; and
  • Be different from the names of existing businesses that are already registered.

You can check the Iowa Secretary of State Business Name Database for name conflicts.

You may pay a fee and reserve a name (for 120 days) by filing an application online or by postal mail.

Select a Registered Agent

Every Iowa LLC must select a registered agent who agrees to accept legal documents if the company is sued. The agent must have a physical street address in Iowa and:

  • Be an individual who lives in Iowa; or
  • A business entity authorized to do business in Iowa.


File Certificate of Organization

You must file the Certificate of Organization with the Iowa Secretary of State. The Iowa Secretary of State doesn't make a form available. Thus, you must draft your own or an attorney can draft it for you.

The filing (which includes fees) must include the following information:

  • The LLC's name and address; and
  • The registered agent's name and address.

You may file online or via regular mail.

Create an Operating Agreement

Although Iowa doesn't require them, it's a good idea to create an operating agreement.

Comply with Tax and Regulatory Requirements and Determine Necessary Business Licenses/Permits

If your company sells goods and collects sales tax, you'll likely have to register with the Iowa Department of Revenue (DOR).

If your LLC has more than one member, then you must apply for an Employer Identification Number (EIN).

You may also have to obtain local and state business licenses, depending on the type of business and the location.

Foreign LLCs

All LLCs organized outside of the state must register with The Iowa Secretary of State to do business in Iowa. All foreign LLCs must appoint a registered agent for process of service who is physically located in Iowa.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Biennial Reports

After formation, you must file a report with the Secretary of State every two years. You must file the report in odd-numbered years by March 31. The Secretary of State will send you notice before the report is due. You can file this online or via postal mail.

Forming an LLC in Iowa: Related Resources

Start Forming Your Iowa LLC with an Attorney's Help

If you're in the beginning stages of forming an LLC in Iowa and need help drafting the certificate of formation, creating an operating agreement, or any other formation matter, then you should seek legal help. Contact an experienced business organizations lawyer near you to get started.

Next Steps: Search for a Local Attorney

Contact a qualified attorney.