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Form an LLC in Iowa.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s name must be different from the registered or reserved name of any other business entity on file with the Iowa Secretary of State.

The LLC’s name must end with “Limited Company” or “Limited Liability Company,” or the abbreviations “L.C.” or “L.L.C.” “Limited” may be abbreviated as “Ltd.” and “Company” may be abbreviated as “Co.”

The LLC’s name may not include the terms “corporation,” “incorporated,” or “limited partnership,” and it can’t have any abbreviations for those terms, either.

You can, however, use a name that’s similar to another business’ name if the other entity gives written permission for you to use the name; they also have to request to change their own name in order to make it different from yours. Another exception to the “no similar names” rule is if you have a court order establishing your right to use the name.

A $10 fee will let you reserve an available name for your Iowa LLC for up to 120 days.

Articles of Organization

The first official step in achieving official status for your Iowa LLC is filing articles of organization with the Iowa Secretary of State. The articles of organization should include the name of the LLC, the street addresses of the LLC’s primary place of business, and the name and address of the LLC’s registered agent. The articles must be signed by at least one organizer, a manager, or, if no managers have been chosen, a member.

Organizers may be individuals, corporations, other LLCs, government subdivisions or agencies, trusts (business or otherwise), estates, partnerships, associations, or any other legal entity. The LLC will be considered to be perpetual unless it is otherwise stated in the articles of organization.

The articles of organization can also include other stipulations the members choose to set forth, so long as they are not against the law, even if they are already in the operating agreement.

Your LLC is considered “organized” once an original and a copy of the articles of organization are received by the Secretary of State with the $50 filing fee, and the articles are confirmed as being in accordance with state law.

Registered Agent and Office

An Iowa LLC must have a registered agent designated to receive official state legal and administrative correspondence from the state. An Iowa LLC’s registered agent might be an individual state resident whose business office is the same as the registered office, or it may be a business entity that’s authorized to conduct business in Iowa.

Operating Agreement

The operating agreement is another very important document for an LLC. It can be amended or repealed as allowed by the agreement itself or applicable law. Just like a corporation’s bylaws, having an operating agreement isn’t specifically required by the state, but it’s a key internal document that officially records and explains how the LLC will conduct its operations.

The operating agreement lists the members, how much each has invested, how profits are to be divided, and how much weight each member has when voting. It may also lay out meeting requirements and similar considerations, but is not required to do so. The operating agreement may also include rules and concepts already laid out in state law.

Unless otherwise stated in the articles of organization or the operating agreement, a unanimous vote of members is required to amend either the articles or the operating agreement.

Membership in the LLC

An LLC has to have at least one member; each member has to be an individual. To become a member, an individual makes a contribution of some sort. Members’ contributions can be in cash, property, promissory notes, services previously rendered, or some other obligation to contribute cash, property, or contracts for services to be rendered.

A member of an LLC can resign from it, but only in accordance with the articles of organization or operating agreement. These documents also usually specify a minimum period of time a member can be a member before being allowed to resign. LLCs can pursue remedies for damages to the LLC as a result of a member’s resignation.

Ongoing Requirements

All Iowa LLC’s have to keep these kinds of records available for inspection at their home office:

  • The names and addresses of members, managers, and managing members (if any).
  • Articles of organization, along with any amendments.
  • Copies of the company’s income tax returns (federal, state, and local) for the past three years.
  • Copies of current and previous operating agreements and financial statements for the preceding three years.
  • The amount of cash or other contributions and the value of any other property or services contributed by each member, or which members have agreed to contribute.
  • The events or times that trigger any additional contributions scheduled to be made by each member.
  • Any event or events that would cause the LLC to be dissolved and its business wrapped up.

It’s also advisable for your LLC to keep minutes of the members’ or managers’ proceedings and committee meetings.

Dissolution

An LLC is dissolved when any one of the following events occurs:

  • Event(s) listed in the articles of organization or operating agreement as requiring dissolution
  • The number or percentage of members specified in the operating agreement agree to dissolve the LLC
  • Event that makes it unlawful for the LLC to keep operating
  • A court order is handed down requiring dissolution

Taxes

An LLC offers tax advantages over a corporation, mostly because an LLC is not required to be a separate tax entity like a corporation. Instead, it can be a “pass-through entity” for tax purposes, so LLC owners show business losses or profits on their personal tax returns, instead of the LLC being taxed as a separate entity and the members’ incomes from the LLC being taxed a second time at their individual level.

Unless you choose for your LLC to be taxed 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. The IRS treats multi-owned LLCs as partnerships for tax purposes, unless you choose for your LLC to be taxed as a corporation.

The LLC tax rate for Iowa varies based on Iowa taxable net income.

Learn more about forming an LLC in Iowa

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silver

$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $50 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a Iowa LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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