Iowa LLC Formation – Basics & Helpful Information
General Overview of the Iowa LLC
This article is meant to be a general overview of the process to form an LLC in Iowa and other basic issues related to LLCs.
Iowa Filing Time
Regular processing time generally takes 4 to 5 business days depending on the workload. If requested and at no additional cost, expedited processing reduces the turnaround time to one day, depending on the current workload.
Iowa Annual Compliance Requirements
An Iowa LLC is required to file a biennial report every two years. You may file the biennial report online or by mail. The first biennial report is due between January 1st and April 1st of the first odd-numbered year following the calendar year the LLC was formed. Each subsequent biennial report is due between January 1st and April 1st of each following odd-numbered calendar year. The Secretary of State will send a reminder notification before the report is due. The current filing fee is $30.00 to file online and $45.00 for paper filing.
Form an LLC in Iowa
You can use this checklist to help guide you through the process of forming an Iowa LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Iowa is naming your business. You’ll need to check with the Iowa Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Iowa Business Search.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Iowa Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Your LLC name must contain the words “limited liability company” or “limited company” or the abbreviations “L.L.C” or “LLC”, “L.C.” or “LC”, and “Limited” may be abbreviated as “Ltd.”, and “Company” may be abbreviated as “Co.” The LLC’s name must be distinguishable from any other business entity already on file with the Iowa Secretary of State.
Iowa Fictitious Names
A fictitious name is similar to a “doing business as” (DBA) name. Although a fictitious name is not legally required, it is a wise business practice. There is a $5.00 fee to file the LLC’s fictitious name once the LLC is registered with the state of Iowa. Iowa fictitious names are only applicable in Iowa and are not substitutes for a national trademark filing.See more info on Iowa Fictitious Names →
Step 2: Register your LLC with the State
Iowa Certificate of Organization
Your Iowa LLC is formed by signing and filing a Certificate of Organization with the Iowa Secretary of State. Iowa does not have an official Certificate of Organization form for the public to use at this time. They do allow you to submit your Iowa Certificate of Organization online. The Iowa Secretary of State staff will examine the Certificate for compliance and will either approve the Certificate for filing or reject the Certificate with instructions on how to resubmit the document. The Secretary of State does not have a Certificate of Organization on its website.
Iowa Registered Agent Information
Iowa requires that the LLC have a Registered Agent, which is an individual or business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The registered agent may be an individual who is an Iowa resident or a business entity authorized to transact business in Iowa. Most businesses that transact business in Iowa are also required to maintain a registered office. It must be a street address and not a post office box. The registered agent’s business office address must be the same as the registered office address.Read more about Registered Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Iowa, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Iowa LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Iowa Licensing and Permitting →
Registering a Foreign LLC in Iowa
If you have a non-Iowa LLC (aka Foreign LLC) and you are doing business in Iowa, you may need to register the Foreign LLC in Iowa. Each state has a different definition of “doing business”. In Iowa, the kinds of activities that would not constitute “doing business” are outlined in the Iowa Code Annotated, Section 489.803.
The filing fee for the Application for Certificate of Authority in Iowa is $100.See more about registering a foreign LLC in Iowa →