FILING AN LLC IN IOWA
CHOOSE A NAME FOR AN LLC
The name of the company must contain the words "limited liability company" or the abbreviation
"L.L.C.," or "LLC". The word "limited" may be abbreviated as "Ltd.," and the word "company" may be
abbreviated as "Co.". Also the name cannot already be used by any registered business entity in the
state.
There are certain words which are restricted or prohibited from being used in the name of an LLC.
Restricted words are generally words which require additional supporting paperwork and licensed
individuals to be part of the LLC, such as Banc, Bank, Banque, Doctor, Engineer etc. Prohibited
words are generally any words that would confuse the name of your LLC with a federal agency,
state agency, or municipality e.g. FBI, Secret Service, Treasury etc.
Name Availability Searches to help you pick a suitable name for the LLC which is not already in use
in the state of Iowa can be carried out at the link below, from the Secretary of State for Iowa
Website. Do this before you file so that your paperwork is not returned.
Name Search - Iowa LLC
You may also reserve a name for up to 120 days by filing an Application for Reservation of
Name with the Secretary of State. The application may be filed online, or by mail. The filing fee is
$10.
FILE ARTICLES OF ORGANIZATION
An Iowa limited liability company is formed by filing the Articles of Organization (referred to in the
State of Iowa as the Certificate of Organization) with the Secretary of State of Iowa. Unlike most
states, the Iowa Secretary of State does not provide a downloadable form or online form for the
certificate. You will have to create your own or have a lawyer prepare one for you. The Iowa
Western SBDC does have a template that you can follow. The certificate may be uploaded and filed
online or by mail. The filing fee is $50.00
The mailing address to send the Articles of Organization is:
Iowa Secretary of State
Business Services
Lucas Building 1st floor
321 E. 12th St
Des Moines, IA 50319
Phone: (515) 281 8993
FEES
There is a Filing fee of $50.00.
APPOINT A REGISTERED AGENT
Every Iowa LLC must have an agent for service of process in the state. The Registered Agent is a
person or entity who is the LLC's statutory administrative agent for accepting official legal service
papers. This means that it is the official agent who is authorized to accept legal papers and tax
documents on behalf of the LLC.
Before filing the Articles of Organization, a company must nominate a registered agent for the
company. All corporations, limited liability companies, limited partnerships and limited liability
partnerships doing business in Iowa must have a registered agent with an Iowa state address. The
registered agent must be an individual resident of Iowa or a corporation authorized to transact
business in Iowa. The company cannot act as Registered agent, however, a member of the LLC CAN
act as the registered agent. Attorneys and incorporated law firms can also act as registered agent
The LLC itself cannot be its own Registered Agent., however a MEMBER of the LLC can be the
registered agent. The Registered Agent must be permanently and physically located in the state. In
Iowa if you are a member of your LLC and you have a permanent physical address in the Iowa, you
can serve as the registered agent for your LLC. Some owners choose to serve as their business
entity's Registered Agent. Others choose to hire a registered agent service or Lawyer for one or
some of the following reasons:

Privacy. Many business owners do not want their name and personal address to be a
matter of public record.

No Physical Address in the State. Many business owners do not have a permanent and
physical address in the state in question (whether it be the formation state or the state
where the LLC is registering). PO Boxes are generally not allowed to be registered office
addresses for registered agents.

Changing Addresses. If a business owner plans on moving or does not know if he/she will
remain at an address for the indefinite future, he/she may prefer to use a registered agent
service for stability and to avoid the necessary filing requirements later when the address
changes.

Availability during Normal Business Hours. The Registered Agent must be available during
normal business hours on the weekdays to accept paperwork that might be delivered to the
registered agent address. If a business owner does not keep regular hours or will not be
generally available during business hours at the registered agent address, he/she should
use a registered agent service.

Choose to Have A Professional Registered Agent Handle the Obligation. Many business
owners realize that they have enough to worry about in getting their business started and
profitable. By retaining a registered agent service, there is one less obligation to worry
about.
PREPARE AN OPERATING AGREEMENT
The operating agreement is a contract that controls how an LLC operates and how the members
interact with the LLC. An LLC operating agreement is not required in Iowa, but is highly advisable
especially if the LLC is a multi member LLC. Even as a single member LLC, it is advisable to create
an operating agreement. The main reasons for operating agreements include:
1. To establish financial, and operating agreements between members (for multi member
LLC’s)
2. Without an operating agreement, your LLC is bound by the default rules of your state.
In Iowa, you may overwrite default rules in your company’s operating agreement. You can
find the Revised Uniform Limited Liability Company Act here.
3. To ensure that the single member is separate from the business.
Although a major benefit of an LLC is that it limits liability of the business and the individual
member, without an operating agreement that specifically states that the LLC is an
independent business, the business can look a lot like a sole-proprietorship and make it
easier for courts to dispute your LLC status.
4. You can allow for future growth.
An operating agreement can provide for how investors in the business will be treated if they
are eventually added. For example, how the investors will be treated, how investments will
be repaid, what voting rights they would have, etc.
5. You can control the day to day operations.
If you decided to bring in a manger or employees, the operating agreement can define what
powers a manager or employees will have or how they will be compensated.
An operating agreement can be created by a lawyer. There are also free samples and templates
available online. A free sample operating agreements can be found at the Internet Legal Research
Group website: Free Sample Operating Agreement- Iowa http://www.ilrg.com/forms/llc-opagmem/us/ia
There are also online companies that help to form operating agreements including nolo.com
($99.00), and Legalzoom.com ($149 and up).
AFTER FORMING THE LLC
EIN/FEDERAL ID NUMBER
The Employer Identification Number (EIN), also known as a Federal Tax Identification Number, is
similar to a social security number for the company. As a requirement, the EIN is used to open a
company bank account, to have employees, and to pay federal and state taxes. After the state
accepts the name of the company (i.e. the Articles of Organization have been processed by the
state), an EIN can be obtained from the IRS free of charge via phone or online application.
Apply for an EIN on the IRS website: EIN Online Application
http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Apply-for-an-EmployerIdentification-Number-(EIN)-Online
or call to apply for an EIN: (800) 829-4933
BUSINESS LICENSES
As a business participating in a particular trade, you may be required by the state to obtain a
business license and/or permit. Regulations vary by industry, so it is important to acquire the
correct license/permit.
Iowa Economic Development offers a free service called the Business License Information Center
http://www.iowaeconomicdevelopment.com/Entrepreneurial/BLIC that provides a free,
comprehensive site for guiding businesses through federal, state, and local issues.
IOWA SALES TAX LICENSE
The state of Iowa requires a sales tax license for a variety of industries including certain services
and construction. It is suggested that all businesses contact the Iowa Department of Revenue or
visit there “starting a business” http://www.iowa.gov/tax/business/newbus.html webpage to
determine what is needed. The Iowa Department of Revenue can also be reached by phone at 1800-367-3388.
FILE BIENNIAL REPORTS
All LLCs doing business in Iowa must file a Biennial Report with the Secretary of State every two
years. You can file the report online at the Secretary of State website or download a pre-filled form
from the same site. The report is due in odd-numbered years by March 31. You should receive
notification from the Secretary of State before the report is due. The current filing fee is $30 for
online filing and $45 for filing by mail.
EMPLOYER OBLIGATIONS
If you have employees working for the LLC, Or plan to hire contract employees, then you need to
fulfill various state and federal laws such as informing the state and federal governments,
employment law forms, wage and hour laws, and workers’ compensation insurance. The Iowa
Workforce Development http://www.iowaworks.org/index.html office is a great resource to learn
what is needed in the State of Iowa. Southwest Iowa is region 13. Carol Morgan is the Director for
region 13 and can be reached at (712) 242-2131 or [email protected]
It’s important to note that businesses with employees are required to carry Workers Compensation
Insurance.
GENERAL LIABILITY INSURANCE
While there are many types of insurance coverage for any potential risk a business may
face, General Liability Insurance is one kind of insurance every business should consider in case of
legal hassle regarding injury, property damage, accidents, etc.
FOREIGN LLC’S DOING BUSINESS IN IOWA
To do business in Iowa, all LLCs organized outside of the state must register with the Iowa
Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically
located in Iowa. To register, file an Application for Certificate of Authority. The application may
be filed online or by mail. The filing fee is $100.
The completed application must be accompanied by a Certificate of Good Standing or Existence
from the foreign LLC’s home state, dated no more than 90 days prior to the filing of the certificate.
Before filing, make sure the LLC’s name is available in Iowa by checking the Iowa business name
database. If the name is not available, the foreign LLC must adopt a fictitious business name for use
in Iowa. In this event, it must file with the application a copy of the LLC resolution adopting the
fictitious name.