How to Form an LLC in Iowa

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

A limited liability company (LLC) is a particular way of setting up and structuring a business. This type of corporation offers owners some legal protection from personal liability for debts and claims. In other words, it helps ensure that a business owner’s personal assets are not sought in the event that the business has a debt or is sued. You can form an LLC in Iowa according to Chapter 489 of the state’s law. The filing process is relatively easy, although there are a number of documents and fees required to incorporate your business as an LLC.

Part 1

Part 1 of 2:

Planning Your Business

1
Choose the name of your business. The name of your business is like your brand; choosing a good one will help customers or clients seek it out. In order to incorporate your business as an LLC, however, your business name must also be unique. You can ensure that no other business already has the same name by searching the Iowa LLC Database.
- The business name must contain the phrase "limited liability company" or "limited company," or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC."^{[1]
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  Research source} The word "limited" may be abbreviated as "Ltd.," and "Company" may be abbreviated as "Co."
2
Register the name of your business. Once you decide of the name of your business and determine that it is not already in use, you will need to register it with the Iowa Secretary of State. To do this, you should file the “Application for Reservation of Name,” available from the Iowa SOS website.^{[2]
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- Your application must include the official name of the business, as well as its address.
- There is a $10 fee for filing the “Application for Reservation of Name,” payable by check made out to “Secretary of State.”
- Mail the completed form along with payment to: Secretary of State, Business Division, Lucas Building 1st Floor, Des Moines, Iowa 50319.
3
File a “Fictitious Name Resolution” if your company will operate in Iowa under a different name. Your company can practice business in Iowa under a name that is different from its official name or the name it uses elsewhere. This is known as a “fictitious name.” However, if you want to use a fictitious name for your company, you must file the “Fictitious Name Resolution,” available from the Iowa SOS website.^{[3]
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- There is a $5 fee associated with this form (payable by check made out to “Secretary of State”).
- The completed form should be mailed along with payment to: Secretary of State, Business Division, Lucas Building 1st Floor, Des Moines, Iowa 50319.
^{[4]
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Research source} An LLC can be organized to provide legal protection to an individual. For instance, if you own your own business and are the sole proprietor, forming an LLC can protect you against any loss or liability your company experiences. However, if your business is comprised of several partners, you may consider filing the LLC incorporation papers as a group. This will protect the partners against individual or group liabilities and losses.
In order to apply to form an LLC, as well as to maintain it, your business must designate a person to serve as a point of contact between the business and the Iowa Secretary of State. This person, known as a Registered Agent, will manage all correspondence related to the incorporation of the LLC. Depending on how your business is structured, the contact person may be you yourself, a manager (such as a CEO), your legal counsel, or another individual.
6
Apply for an Employer Identification Number (EIN), if applicable.^{[5]
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Trustworthy Source

Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source} If your company has more than one employee (including yourself), you will need to register with the Internal Revenue Service (IRS) to receive a unique EIN for tax collecting and reporting purposes.
- There is no fee to obtain an EIN.
- You can contact the IRS online, by fax, or by mail to apply for an EIN
- If your company only has one employee, but you think you might hire more at some point, you may want to go ahead and apply for an EIN. This will allow your company to be taxed as a corporation rather than as a sole proprietorship, and can make things easier when you hire others.
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Part 2

Part 2 of 2:

Filing Incorporation Papers

1
Complete the Certificate of Organization.^{[6]
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Research source} This certificate is a declaration of your intent to form the LLC. It must be submitted to the Iowa Secretary of State online or at your local SOS office. There is a $50 fee for filing the certificate, which can be paid online by providing a bank account or credit card number.^{[7]
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Research source} There is no set form to use for the certificate, but you should provide a letter or document that includes important information such as:
- The name of the company
- The company’s address
- The individual or group of individuals applying for the certificate
- The name of the person who will serve as a point of contact for the company
2
Wait for approval. An LLC is officially formed when the Iowa Secretary of State approves and files the Certificate of Organization. Usually, you will receive notice within 5-7 days that your LLC has been approved.
- If you wish, you can specify a delayed effective date for the incorporation of your LLC.^{[8]
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  Research source} Although you can file the Certificate of Organization ahead of the LLC's effective date, the incorporation will not be approved as operable until the official effective date.
3
File an Amendment to the Certificate of Organization, if you need to.^{[9]
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Research source} The incorporation papers of an LLC can be changed or restated at any time that is necessary (for instance, if you want to change your company’s name). You must file an official Amendment to the Certificate of Organization with the Iowa SOS in order to change the certificate. There is another $50 fee for filing this Amendment, which can be paid online by providing a bank account or credit card number.^{[10]
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Research source} There is no set form for the Amendment to the Certificate of Organization, but you should send a letter or document to the Iowa SOS that includes the following information:
- The name of the company
- The date the company’s Certificate of Organization was filed
- The changes you wish to make to the certificate
4
File a Statement of Change of Registered Office and/or Registered Agent, if necessary. This form is used in the event that you need to change the address your company is registered with, or if a different person becomes the company’s new point of contact. The form is available from the Iowa SOS website; there is no fee associated with filing it for an LLC.^{[11]
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- The completed form should be mailed to: Secretary of State, Business Division, Lucas Building 1st Floor, Des Moines, Iowa 50319.
In order to maintain your status as an LLC operating in Iowa, your business must file a report with the Iowa SOS every odd-numbered year.^{[12]
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Research source} In January of each odd-numbered year, your company’s Registered Agent will receive a notice about the biennial report and the information it should contain. There is a $45 fee associated with filing this report.^{[13]
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Research source} This report can be filed online.^{[14]
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In addition to filing your incorporation papers, make sure that your business has any permits it needs to conduct business. The necessary permits will vary based on the type of business.

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