An Iowa LLC operating agreement brings the members of a newly formed limited liability company into agreement regarding the companies various operating procedures and overall structure. The document defines the various elements that comprise the organization, such as its policies, regulations, business operations, and other structural aspects. LLCs do not necessarily require an operating agreement, nevertheless, it provides an important foundation and administrative guideline for the organization.
Download: PDF, Word (.docx), OpenDocument
Download: PDF, Word (.docx), OpenDocument
- Chapter: Revised Uniform Limited Liabilty Company Act Chapter 489
- Definitions: § 489.102
- Formation: § 489.201
- Naming of LLCs: § 489.108
- Step 1 – Naming the LLC
- Step 2 – Filing a Certificate of Organization
- Step 3 – Creating an Operating Agreement
- Step 4 – Applying for an EIN
Step 1 – Naming the LLC
LLC’s are required to include the phrase “limited liability company” in their name or an abbreviation such as “L.L.C.” or “LLC.” The name must be not be shared by another LLC or entity already registered with the Iowa Secretary of State. To ensure a name is available, business entities may be searched on the Iowa Secretary of State database online.
If the company wishes to reserve a name prior to filing the articles of organization, an optional Application for Reservation of Name (Form 635 0051) is provided online and may be submitted for a $10 processing fee. The form is used for obtaining an available name’s exclusive rights for a one hundred and twenty (120) day period. The completed form must be mailed with payment enclosed (via cheque made payable to SECRETARY OF STATE) to: Business Services Division, Lucas Building, 1st Floor, Des Moines, Iowa 50319.
Step 2 – Filing a Certificate of Organization
Filing a Certificate of Organization authorizes a domestic limited liability company to begin its business operations as a legal entity. As Iowa does not provide a government-issued copy of the form, the filing process requires one or more members of the company to draft a Certificate of Organization that complies with the state requirements outlined in §489.201. Once the Certificate of Organization has been created, it may be submitted online via the Iowa SOS website or mailed to: First Floor, Lucas Building, 321 E. 12th St. Des Moines, IA 50319.
To submit the form online, an account must be created on the Iowa SOS website to access the Certificate of Organization filing application. Once an account is created, individuals may enter their company information and upload their completed Certificate of Organization in the field shown below.
Registering a domestic LLC requires a $50 fee which may be paid in the online application or by cheque for mailed filings. Payments made by cheque should be made payable to SECRETARY OF STATE and enclosed in the mailed application.
A foreign limited liability company may be formed by filing the Application for Certificate of Authority (Form 635 0010) on the Iowa SOS website or via mailed delivery. Both options require a $100 processing fee which may be paid during the online filing or via cheque for mailed filings.
To complete an online filing, an account must be created on the Iowa SOS website to access the Business Filing options. The Form A Foreign (not Iowa) Company option should be selected and the Certificate of Authority can be uploaded on the following page.
Mailed applications can be submitted by printing and mailing the form with payment via cheque (made payable to SECRETARY OF STATE) enclosed and mailed to: Secretary of State, Business Services Division, Lucas Building, 1st Floor, Des Moines, IA 50319.
Step 3 – Creating an Operating Agreement
An operating agreement allows owners of an LLC to state the structure, policies, and operation procedures of their company. Though creating an operating agreement is not a legally required step in the formation of an LLC, the form allows the company to establish a legal document outlining important company aspects and regulations without defaulting to the organization being governed by state guidelines or laws.
- Single-Member Operating Agreement
- Multi-Member Operating Agreement
The final step in forming an LLC is applying for an Employer Identification Number (EIN). An EIN is required for all multi-member LLCs and for single-member LLCs with employees or operating as a corporation. The IRS website provides an online application form and does not charge a fee for filing.
Filing Delivery Methods: