An Iowa LLC operating agreement is a legal form adopted by owners of a limited liability company (LLC). The agreement is used to govern the conduct of the LLC’s business and can be used to establish the LLC formally and protect its owners from claims made against the company in court.

By Type (2)

How to Form an LLC in Iowa

Filing fee: $50 for domestic LLC, $100 for foreign LLC
Processing time: 14 business days

1. Choose a Name

The first step is to file an Application for Reservation of Name to reserve a name with the Secretary of State via the online portal Business Entity Filings. State law allows for the name to be reserved for a period of 120 days (§ 489.109).

2. Choose an LLC Type

Domestic LLC – For an LLC located within Iowa.

Online Filing – Create an account. On the home page, click on “Business Filings,” then “File a document,” then “Form an Iowa limited liability company.”
Paper Filing – Forms are not available. They must be drafted in keeping with § 489.201 of the Revised Uniform Limited Limited Liability Company Act.

Foreign LLC – For an LLC located outside Iowa.

Online Filing – Create an account. On the home page, click on “Business Filings,” then “File a document,” then “Form a Foreign (not Iowa) limited liability company.”
Paper Filing – Forms are not available, so must be drafted in keeping with § 489.201 of the Revised Uniform Limited Limited Liability Company Act.

3. Post-Formation

Once the paperwork has been processed, the next steps are to complete the following forms:

LLC Operating Agreement – This agreement will outline and clarify the company’s policies, procedures, and ownership structure.
Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.

Name Reservation

Filing fee: $10

State law allows for a name to be reserved for up to 120 days while the LLC paperwork is being processed (§ 489.109). For information about what the name can contain, see § 501A.301 N.

Paper Filing (Form 635_0051) – Mail completed form and $10 filing fee to Business Services Division, Lucas Building, 1st Floor, Des Moines IA 50319. Checks can be made payable to Secretary of State.

Renewing an LLC (Biennial Report)

Filing fee: $60

Iowa law requires LLCs to file business entity reports biennially between January 1 and April 1 of the first odd-numbered year following the calendar year in which the LLC was formed (§ 489.209).

Online Filing – Either log in to account associated with LLC, or scroll down to “Click here to file biennial report (no account required)”.

Dissolving an LLC

Filing fee: $5

A domestic LLC gets wound up when a statement of dissolution stating the name of the company and that the company is dissolved is submitted to the Secretary of State (§ 489.702). A foreign LLC can be dissolved when a notice of cancellation is delivered to the Secretary of State which contains the information outlined in the Revised Uniform Limited Liability Company Act (§ 489.807).

Paper Filing – Mail a statement and payment for the filing fee to Business Services Division, Lucas Building, 1st Floor, Des Moines IA 50319. Checks can be made payable to Secretary of State.

Statutes

Chapter 489 – Revised Uniform Limited Liability Company Act

“LLC Operating Agreement” Definition

§ 489.102

“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated

Iowa LLC Operating Agreements (2)