Guide to Form an LLC in Iowa

Step 1: Name your LLC in Iowa

Decide on a unique name for your LLC in Iowa. Choosing a distinctive name for your company is a critical first step in the LLC formation process. Your company’s name should resonate with your brand and comply with Iowa’s naming regulations. Without a distinct name, the Iowa Secretary of State won’t let you register your business. As a result, you’ll need to decide your LLC name before forming your business entity and submitting the necessary paperwork.

Iowa Secretary of State Requirements

You want to be sure your LLC’s official name isn’t already being used in the state of Iowa. Follow the instructions on our Iowa business name lookup page to check name availability. Consult the state statute of Iowa limited liability company naming guidelines (Revised Uniform Limited Liability Company Act, §489.108) to know what words can and can’t be used.

With this in mind, the final words of your company name must be some form of “LLC.” You have plenty of options to meet this requirement. You can spell out “Limited Liability Company” or write out “Limited Company” instead. “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.” Additionally, any of the following abbreviations are acceptable: “LLC,” “L.L.C.,” “LC,” or “L.C.” However you choose to write it, the phrase must come at the very end of your company name (e.g., “Iowa Ice Cream, L.L.C.”).

Reserving a Business Name

Not yet ready to officially form your business entity? Once you choose a name, you have the option to reserve it so that no one can take it before you file your Iowa LLC Certificate of Organization. Iowa allows you to reserve a business name for 120 days for a small fee.

A few other things you’ll want to think about when it comes to your Iowa LLC name:

Other Important Naming Considerations

• DBA: A DBA or “Doing Business As” name is a fictitious name you can use for your business if your official LLC’s name doesn’t necessarily reflect your business’s purpose. In Iowa, you’ll need to file a Fictitious Name Resolution with the Secretary of State and pay a small filing fee to claim your Iowa DBA. 
• Trademark: Visit the United States Patent and Trademark Office website to see whether your business name or logo is federally trademarked, especially if you plan to do business outside of Iowa. You may also want to run a quick Google search to ensure no other business entities are using a similar business name or logo. Trademarks also happen at the state level. Go to the Iowa Secretary of State website to find out more about trademarks in Iowa or apply for an Iowa trademark of your own.
• Domain name: Something else to think about with your LLC name is the availability of website domains that will match your desired name. A quick domain name search will let you know whether it’s in use, and we can help you register your website domain name.

Step 2: Appoint a registered agent in Iowa

Designate a registered agent. Consistent with other states, Iowa requires new LLCs to designate a registered agent as part of the business formation process. You’ll need to list your registered agent and their address on your Certificate of Organization.

The primary purpose of a registered agent is to receive correspondence from the Iowa Secretary of State and documents related to legal proceedings on behalf of your business. Simply put, if your business is subpoenaed or sued, process servers and the state of Iowa need to know how to get the paperwork to your LLC’s leadership.

The Importance of a Registered Agent

• Your registered agent serves as the designated recipient for crucial legal documents and many official notices from the state.
• Whether it’s a lawsuit, notice, or any other essential communication, your registered agent helps ensure you receive timely and accurate information.
• Maintaining a registered agent is not just good practice; it’s a legal requirement. Failing to do so can result in penalties and administrative challenges that can hinder your LLC’s operations.

Registered Agent Requirements

• Your chosen registered agent must be at least 18 years old and possess a physical street address within Iowa where they are available during regular business hours to receive legal documents.
• The registered agent can be an individual or a business entity authorized to conduct operations in Iowa.
• While you can act as your own registered agent, this can be problematic and inconvenient. Registered agents must remain at the registered office during all normal business hours, and being served with a lawsuit in front of customers can be bad for business.

Hiring a Registered Agent Service

• Many business owners opt for the services of professional registered agent companies. These services provide added benefits, including enhanced privacy, reliability, and convenience.
• When you enlist a registered agent service, they take on the responsibility of receiving and forwarding legal documents, freeing you to focus on managing your business.

Changing Your Registered Agent in Iowa

• If the need arises to change your Iowa registered agent, you must complete and submit a Statement of Change of Registered Office and/or Agent form to the Iowa Secretary of State. This form can be filed online or by mail, accompanied by the required filing fee.
• Ensure that your new registered agent meets Iowa’s stipulated requirements before making the switch.

Step 3: File Iowa Certificate of Organization, Form 489.201

Submit the paperwork to form your LLC. The cornerstone of forming your LLC in Iowa is the Certificate of Organization. This document outlines the fundamental aspects of your organization, including its name, purpose, and the details of your registered agent.

Once you choose a name and your LLC’s registered agent, you’ll have all the information necessary to file the formal business formation paperwork (Form 489.201). You either file online through Iowa’s Fast Track Filing system or by postal mail by sending your Certificate of Organization to this address:

Iowa Secretary of State Business Services Division
321 E. 12th St.
Des Moines, IA 50319

Please note that Iowa does not provide Certificate of Organization paperwork or an application, so you’ll need to draft it yourself or hire a third party (like us) to do it. To complete your Certificate of Organization, you’ll need the following information:

• Your LLC’s name
• Your registered agent’s name and address (individual or business entity)
• The mailing address for your business (can be different than the registered address)
• The duration of your LLC — if you don’t address this, the duration will be perpetual
• Your LLC’s filing date. The date of filing determines when your LLC officially comes into existence. However, you can list a different filing date when you file your IA LLC’s Certificate of Organization. Some businesses do this to give themselves a little leeway while preparing to open their business doors.
• Once formed, your LLC will exist perpetually. If you don’t want to maintain your LLC down the road, you’ll have to file Articles of Dissolution with the Secretary of State.
• The signature of the LLC’s organizer

You can file your Certificate of Organization online, by mail, or by fax with the Iowa Secretary of State. There’s a fee of $50 for this regardless of your method of filing.

Amending Your Iowa Certificate of Organization

You only need to file your Certificate of Organization once. However, if you end up making any changes down the road — such as changing your business’s address — you’ll need to file an Amendment to Certificate of Organization with the Iowa Secretary of State along with a fee.

How fast can I form my Iowa limited liability company? 

Filing turnaround times are approximate and vary by factors like the time of year, but online filings can take as little as one day. Filings by mail may take approximately five to seven business days, not counting the time in transit.

If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.

Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.

Step 4: Create an operating agreement

Draft an operating agreement. Iowa state law doesn’t require LLCs to adopt an Iowa LLC operating agreement as part of the formation process. However, drafting an operating agreement can help provide certainty and solidify your expectations regarding your new company.

LLC operating agreements are internal roadmaps that govern, among other things, the relationship between the business’s members. Without an Iowa operating agreement, your business will be subject to default Iowa LLC law, which might not be aligned with your ideas and expectations for running your business. By drafting an Iowa operating agreement, you take management of your business into your own hands.

Here are just a few of the benefits an operating agreement offers to business owners:

• An agreement helps separate your business from your personal assets in the eyes of the courts, further sheltering your savings from legal liability.
• Operating agreements can help prevent and resolve conflicts between members by clearly indicating the powers and privileges of each member.
• Creating an agreement empowers you to customize your business’s rules and procedures to serve your LLC’s interests, requirements, and expectations. A well-drafted operating agreement specifies the rules and procedures to guide the LLC if you want to add or remove members from the business.
• Adopting an agreement can improve your chances of securing investments.
• An agreement can define your LLC’s management structure. While some companies choose to be member-managed, others designate a manager to run day-to-day operations.

If you’re unsure as to how to begin creating an agreement for your LLC, we offer a customizable operating agreement template to save you time researching and crafting the agreement yourself.

Step 5: Apply for an EIN

Obtain an IRS Employer Identification Number (EIN). After forming your new LLC with the Iowa Secretary of State, you’ll need to register with the federal government. Specifically, you may need to obtain an EIN from the Internal Revenue Service (IRS). An EIN functions like a Social Security number for your business, allowing you to perform critical functions like hiring employees, applying for a business bank account, and paying taxes.

You can get your LLC’s EIN through the IRS website, by mail, or by fax, but if you’d rather not deal with that particular government agency, we can get it for you. Our Employer Identification Number service is quick and eliminates the hassle. We can also help you get an EIN for an existing company.

At the state level, if you have employees, collect sales tax, or meet certain other conditions, you’ll need to register with the Iowa Department of Revenue. Plus, you’ll need to report new hires to Iowa’s Centralized Employee Registry (CER).

Step 6: Submit your LLC’s beneficial ownership information report

After Iowa approves your Articles of Organization, you have a new step to complete: filing a beneficial ownership information report, or BOI report. This requirement is new in 2024, and it was introduced by the Corporate Transparency Act. The act exists to help reduce fraud and financial crimes by making it more difficult for organizations to use shell companies to hide illicit activities. 

That’s where the BOI report comes in: it requires LLCs and other small businesses to disclose information about their beneficial owners. A beneficial owner is someone who holds 25% or more of the LLC’s ownership interest, exercises significant control over it, or gets substantial economic benefit from its assets. You’ll include each owner’s name, address, and identifying documents in your BOI report, which you’ll file with the Financial Crimes Enforcement Network (FinCEN). 

You can file your BOI report online or by uploading a PDF version of the form to FinCEN’s website. It’s free to file, and there’s no state version of the form. Failing to file can have serious consequences, so please make sure you file on time. For LLCs created in 2024, the due date is within 90 days of getting approval from Iowa for your LLC’s creation. LLCs created in 2025 and beyond will have just 30 days. Any LLCs that organized prior to 2024 have until January 1, 2025, to file. 

You can learn more about the BOI report on FinCEN’s website. And if you’d like help, our BOI report filing service can streamline this step for you. 

After Forming an Limited Liability Company in Iowa

Once your LLC is established in Iowa, your work isn’t quite finished. There are several important steps to solidify your business’s foundation and ensure compliance.

Getting Business Licenses and Permits

Securing the appropriate business licenses and permits is essential in Iowa. Depending on your business type and location, the requirements will vary. While Iowa doesn’t require a general business license, there’s a good chance your city or county might. You may also be required to get an industry-specific license or permit.

If you’re feeling overwhelmed by this step, our business license report can help.

Opening a Business Bank Account

Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds. Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you for not just your business assets, but also your personal assets).

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.

For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.

Setting Up an Accounting System

Implementing an effective accounting system is key to managing your finances, preparing for taxes, and keeping accurate records. There are a wide variety of tools available for accounting, such as a spreadsheet, accounting software, or hiring a professional. What matters most is that you have a system in place.

File your biennial reports

In Iowa, LLCs are required to file a biennial report every two years to maintain their good standing with the state. This report is a crucial administrative task that ensures your LLC’s continued compliance. Typically, the biennial report includes essential details about your business, such as its name, principal office address, registered agent information, and the names and addresses of the LLC’s members and managers. It’s important to mark the filing deadline on your calendar and submit the report electronically through the Iowa Secretary of State’s website. Keeping up with this regular obligation will help you avoid penalties and help ensure your LLC remains in good standing with the state of Iowa.

Stay in compliance

After establishing your LLC, it’s important to stay compliant with Iowa’s regulations. This includes submitting a biennial report to the Iowa Secretary of State, helping ensure your LLC remains in good standing.

Staying Updated About Legal Requirements

Staying informed about ongoing legal and tax obligations is important for your LLC’s compliance in Iowa. This includes understanding state taxation requirements and any changes in business laws.

Laws in Iowa are subject to change at any time, so it’s essential to stay as informed as possible. Some businesses maintain a regular consultation with a state business attorney to keep up to date. 

Pros and Cons of Forming an Iowa LLC

Like any business structure, an LLC has its advantages and disadvantages. When you’re deciding what structure is right for you, it’s important to consider the following perks and drawbacks.

Pros

The primary advantage of an Iowa limited liability company is the limited liability protection it offers. This means the personal liability of LLC members is generally limited to their investment in the company, safeguarding personal assets from business debts. There’s also tax flexibility, allowing LLCs to choose whether they want to be taxed like a sole proprietorship or partnership or as a S corporation or C corporation. Additionally, LLCs have fewer formalities and compliance requirements compared to corporations, which can be especially helpful for small business owners. 

Cons

However, there are challenges, such as complexities and costs associated with compliance and maintaining the LLC, like filing biennial reports. Raising capital can be more challenging for LLCs, as they cannot issue stock. There’s also the risk of losing liability protection if formalities are not maintained appropriately.

How much does it cost to start a Iowa LLC?

The state fees for forming an Iowa LLC can range from approximately $50 to $60, depending on factors such as whether you choose to reserve your business name. Note that fees change over time, so check the Iowa Secretary of State website for the most recent fee schedule.

That doesn’t include things like licenses and permits and ongoing costs like filing your Iowa biennial report (the biennial report fee is due on odd-numbered years).

When you start an LLC, there are a few different costs you need to budget for. 

• Filing Fee for Certificate of Organization: $50
• Registered Agent Service Fee: $100-$300 depending on the service you hire
• Biennial Report: $30 if you file online, $45 if you file a paper form

These costs provide a general idea of the financial commitment required to start and maintain an LLC in Iowa. They’re subject to change at any time, so check the Secretary of State’s website for the latest filing fees. 

Foreign LLCs in Iowa

When expanding a business to Iowa that was originally formed as an LLC in another state, it’s essential to register as a foreign LLC in Iowa. Here’s a detailed overview of how foreign LLCs operate in the state:

• Definition and Requirement: A foreign LLC in Iowa refers to any limited liability company that was formed under the laws of another state or country but is conducting business in Iowa. The state of Iowa requires any foreign LLC that transacts business in the state to register with the Iowa Secretary of State.
• Registration Process: To register, the foreign LLC must file a Limited Liability Company Foreign Registration Statement with the Iowa Secretary of State. This document requires information about the LLC, such as its original date of formation, the state or country of origin, and its principal office address.
• Certificate of Existence: Along with the statement, the LLC must also submit a Certificate of Existence (or a document of similar nature) from its home state. This certificate, sometimes referred to as a Certificate of Good Standing, verifies that the LLC is legally formed and compliant with its home state’s regulations.
• Registered Agent: Like domestic LLCs, foreign LLCs in Iowa must designate a registered agent with a physical address in Iowa. This agent is responsible for receiving legal and tax documents on behalf of the LLC.
• Compliance with Iowa Laws: Once registered, the foreign LLC must comply with all Iowa state laws pertaining to LLCs, including tax requirements, annual reporting, and any sector-specific regulations relevant to the business.
• Taxation and Fees: Foreign LLCs in Iowa are subject to state taxes, including income tax and, if applicable, sales tax. They must also pay the required filing fees for registration and any ongoing fees for continued compliance.
• Name Availability: If the name of the foreign LLC is already in use or not distinguishable from existing entities registered in Iowa, the LLC will need to adopt an assumed name for conducting business in the state.
• Ongoing Reporting Requirements: Foreign LLCs must file biennial reports with the Iowa Secretary of State. These reports keep the state updated on key information about the LLC, such as address changes or changes in management.

Popular Iowa Cities for Businesses

Here are some of the largest population areas in Iowa and their potential business categories:

Des Moines, IA: Des Moines is the capital and largest city in Iowa, making it a significant business hub. Key business categories include finance, insurance, technology, healthcare, agriculture, and manufacturing.

Cedar Rapids, IA: Cedar Rapids is another major city in Iowa. Major business sectors include manufacturing, healthcare, education, and technology.

Davenport, IA: Davenport is part of the Quad Cities metropolitan area. Business opportunities include retail, healthcare, tourism, and logistics due to its location along the Mississippi River.

Sioux City, IA: Sioux City is located in the western part of Iowa. Business sectors include agriculture, manufacturing, healthcare, and education.

Iowa City, IA: Iowa City is known for its university, the University of Iowa. Opportunities in education, healthcare, technology, and hospitality may be prominent.

Waterloo, IA: Waterloo is in northeast Iowa. Manufacturing, healthcare, logistics, and agriculture-related businesses are significant in this region.

Ames, IA: Ames is home to Iowa State University. Research and technology-related businesses often thrive here, along with education and healthcare.

We can help

At ZenBusiness, we believe every aspiring entrepreneur should have the tools and support necessary to create a business, which is why we’ve made it easy with our free LLC service. We handle the complexities of starting an LLC in Iowa, while you focus on your business. Along with LLC formation, we provide worry-free compliance services and more to keep your business in good standing. With expert support on hand every step of the way, we have everything you need to run and grow your business effortlessly.

So, whether you’re starting a bakery in Davenport or a childcare center in Ankeny, join the hundreds of thousands of businesses we’ve helped launch today.