For an individual looking to start a small business in Iowa, forming a limited liability company (LLC) can be a suitable option for organizing your business. An Iowa LLC enjoys the benefits of limited liability and pass-through taxation, and can be simpler to create and operate than an Iowa for-profit corporation. Iowa law regulates the formation and maintenance of LLCs that are chartered and that conduct business in Iowa. Forming an LLC in Iowa requires filing a form, called the certificate of organization, with the Iowa secretary of state.
Choose a name for your corporation, as required by Iowa LLC law. The name of your corporation must not be identical to or likely to engender confusion with the name of an existing Iowa corporation. Furthermore, the name of your Iowa LLC must contain the phrase “limited liability company” or “limited company” or the abbreviation “LLC,” “LC” or “Ltd. Co.” For a small fee, Iowa law also gives a person seeking to create an LLC the option of reserving a name before you file to create your LLC.
Choose a registered agent for your corporation. A registered agent is a person or business that will receive service of process if your LLC is sued. Iowa law requires a corporation doing business in Iowa to designate a registered agent. If you are an Iowa resident and you are forming an Iowa LLC, you have the option of designating yourself or another person involved with the operating of the LLC as the registered agent. However, an LLC filing is a public record, accessible to all persons. If you do not wish to have your home address (or another person’s home address) associated with your LLC, or simply do not want to receive service of process at your home address, you can hire a registered process agent. A registered process agent is a business that serves as the registered agent of other businesses for a fee.
Draft a certificate of organization. In 2009, Iowa amended its LLC law to make creating an LLC easier. The Iowa secretary of state does not currently make a certificate of organization form available online. However, drafting an Iowa certificate of organization is simple. An Iowa certificate of organization requires only the name of the LLC and the registered agent and office of the LLC. The registered office of an LLC is typically the address of the registered agent, which must be a street address. The certificate of organization must also be signed by the person creating the LLC, and it must include the date when the document was signed (see Resources section for a sample certificate of organization).
Consider drafting an operating agreement for your LLC. The Iowa certificate of organization is a bare-bones document that does not require any information about the structure of an LLC. An operating agreement will typically set forth information about how an LLC is run, including the names and ownership stakes of partners, how the voting process works, and how profits and losses are shared.
File your certificate of organization with the Iowa secretary of state. The Iowa secretary of state accepts certificates of organization by mail only. The address for sending a completed Iowa certificate of organization is Secretary of State, Business Services Division, Lucas Building 1st Floor, Des Moines, Iowa 50319. The fee for filing an Iowa certificate of organization is $50 as of 2010, made payable to the secretary of state.