Form an Iowa LLC
Thousands of businesses have been right where you are nowódeciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Iowa LLC with LegalZoom, we prepare and file your articles of organization with the Iowa Secretary of State. We also conduct a name search for your Iowa LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Iowa LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Iowa Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "Limited Company" or "Limited Liability Company" or the abbreviation "L.C." or "L.L.C." or words or abbreviations of like import in another language.
Must not contain any of the following: (1) the words "Corporation", "Incorporated", "Limited Partnership" or the abbreviations "Corp.", "Inc." or "L.P." or words or abbreviations of like import in another language,
Must not contain any word or phrase the use of which is prohibited by law for such a LLC
Must be distinguishable upon the records of the secretary of state from all of the following:
o (1) the name of an Iowa limited liability company, limited partnership, or corporation or registered as a foreign LLC, limited partnership, or corporation
o (2) a name reserved in the manner provided under the law of this state
o (3) the fictitious name adopted by a foreign corporation, foreign limited partnership, or foreign limited liability company authorized to transact business in this state, because its real name is unavailable.
o The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state.
May be indistinguishable from another name if:
o The other entity consents to the use in writing and submits an undertaking to change its name to a name that is distinguishable the name of the applicant
o The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Iowa Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Iowa LLC formation, articles of organization must be filed with the Business Services Department of the Secretary of State. State law requires that certain information be included in the articles of organization of your Iowa LLC formation. This information must include:
The company name
The street address of the LLC's registered office
The name of the LLC's registered agent at that office
The street address of the principal office
The period of the LLC's duration, (it may be perpetual or for a set amount of time)
Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article
Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Secretary of State, and the articles are deemed to be compliance with state requirements. The document must be executed by (1) an organizer, if the LLC has not yet been formed, (2) a manager, or (3) if none have been selected then a member or (4) a fiduciary, if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, an Iowa LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any natural person over the age of 18 or entity may form a LLC. The natural person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more natural persons or business entities.
Eligibility:An organizer may be an individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC at the formation of the LLC or at the time provided in, and upon compliance with, the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the LLC. After the formation of a LLC, a person is admitted as a member directly from the LLC and a person to be admitted as a member of the LLC without acquiring a membership interest in the LLC, at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the consent of all members and the person's admission being reflected in the records of the LLC.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may withdraw from a LLC at the time or upon the happening of events specified in writing in the articles or an operating agreement.
If the articles of organization or an operating agreement does not specify in writing the time or the events upon the happening of which a member may withdraw, a member may withdraw upon not less than six months' prior written notice to each member.
The articles of organization or an operating agreement may prohibit withdrawal by a member.
Contribution:The contributions of a member to the limited liability company may be in cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In Iowa
LegalZoom can also provide your business with a Registered Agent in Iowa. Every Iowa LLC must have a registered agent -- the person or office designated to receive official state correspondence and notice if the company ends up being "served" with a lawsuit.
Eligibility Requirements: The registered agent may be: (1) an individual who is a resident of this state and whose business office is identical with the registered office, (2) a domestic corporation, LLC, or not-for- profit corporation whose business office is identical with the registered office or (3) a foreign corporation, LLC, or not-for-profit corporation authorized to transact business in this state whose business office is identical with the registered office.
Registered Office: The registered office may be a place of its business in Iowa
Iowa Secretary of State
Once an Iowa LLC has been created, the Iowa Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Iowa Secretary of State office.
Records:Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known business address of each member and manager
A copy of the articles of organization and all articles of amendment thereto
Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the 3 most recent years
Copies of any then-effective written operating agreement and of any financial statements of the LLC for the three most recent years
Unless contained in a written operating agreement, a writing setting out:
o The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute
o The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made
o Any right of a member to receive, or of the limited liability company to make, distributions to a member which include a return of all or any part of the member's contribution.
o Any events upon the happening of which the limited liability company is to dissolve and its affairs be wound up.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
An event specified or on the happening of an event specified in the articles or operating agreement
Upon the unanimous written consent of the members
Entry of a judicial order
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Iowa is variable, depending on Iowa taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Iowa Secretary of State, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the Iowa Secretary of State, covering all charges for the State Secretary.