Starting an Iowa LLC requires filing a certificate of organization that complies with the requirements of the Iowa Revised Uniform Limited Liability Company Act with the secretary of state’s office. An Iowa LLC provides its owners -- called members -- limited protection from personal liability like a corporation with the federal taxation and management advantages of a partnership. The secretary of state maintains a website with basic information regarding the minimum requirements for filing a certificate of organization; however, as of December 2010, it does not have an online form available for download.
Fit your business needs with the right LLC package
Obtain a copy of the Iowa Revised Uniform Limited Liability Company Act -- Iowa Code Chapter 489 Sections 101 to 1304. The website of maintained by the Iowa Legislature provides a search feature called "Iowa Code 2009 Quick Retrieval" that can be used to find specific codes by chapter number and section (see Resources). The secretary of state's website also links to this search feature for code sections cited in its information on starting an LLC, as well as having a link to the entire Iowa Revised Uniform Limited Liability Company Act in PDF format.
Prepare a certificate of organization that meets the requirements of Iowa Code Chapter 489 Section 201. Draft the document in its entirety. The Iowa Code requirements are minimal, and the information needed for the certificate can easily be include on one page of an 8-1/2-by-11-inch business-quality paper. Title your document “Certificate of Organization…” including the name of your LLC at the end of the title. Designate the first paragraph “Section 1” and include a sentence such as: “The name of the limited liability company is…” followed by your LLC’s name. Designate the second paragraph “Section 2” and include a sentence such as: “The registered address for the business is…” followed by your LLC’s registered address. Designate the third paragraph “Section 3” and include a sentence such as: “The name of the registered agent for the business is…” followed by name of your LLC’s registered agent. Include a space to date the certificate and a line for your signature, with your name printed underneath along with the words “Authorized Person” (see Resources).
Sign and date the certificate. Submit the completed certificate to the secretary of state's office either in person or by mail to Secretary of State, First Floor, Lucas Building, 321 E. 12th St., Des Moines, IA 50319. The filing fee must be submitted with the certificate; as of December 2010, the fee is $50.
Tips & Warnings
Iowa LLC law mandates that your LLC file a biennial report as specified in Iowa Code Chapter 489 Section 209. There are specific filing times. The first report is filed between January 1 and April 1 of the first odd-numbered year after your LLC was formed. Thereafter, a report must be filed between January 1 and April 1 of each odd-numbered calendar year. The secretary’s website has an online feature to facilitate filing the information required by this report (see Resources).
References & Resources
- Iowa Legislature: Iowa Code -- Chapter 489 Revised Uniform Limited Liability Company Act
- Iowa Secretary of State: 489 Limited Liability Companies Certificate of Organization - Minimum Requirements
- Iowa Legislature: 489.201 Formation of limited liability company - certificate of organization
- Iowa Secretary of State: LLC Fee Schedule
- Iowa Legislature: 489.113 Registered office and registered agent for service of process
- Iowa Legislature: Iowa Code Qick Retrieval
- Iowa Secretary of State: Search Databases - Iowa Corporations
- Dickinson, Mackaman P.C.: Sample Certificate of Organization -- Sample Certificate of Organization
- Rush Nigut Lawyer & Attorney: Iowa LLC Law Changes: Articles of Organization Disappear
- Iowa Secretary of State: Biennial Report