During the first year of a new business, owners become well-acquainted with paperwork. Depending on your business structure, you may have gone through the process of creating an operating agreement or corporate bylaws, as well as writing a business plan. After all that, limited liability company (LLC) and corporation owners in Iowa must file a biennial report.
This process can seem daunting at first. No one wants to risk having their business dissolved or revoked because they filed paperwork incorrectly. That’s why it’s important for Iowa business owners to know how to file a biennial report and why. This guide can help you along the process.
Most states have annual reports, but Iowa requires a report only every two years. These biennial reports serve one major purpose: to update the state about your corporation or LLC’s contact information. This includes information about your officers, members, or partners, your business’s primary address, and your registered agent. You can update some of this information on the form, but some requires additional paperwork.
In Iowa, biennial reports are filed through the Iowa Secretary of State. The Secretary of State has an online filing service called Fast Track Filing, and it’s generally the easiest way to file, but you can also file through the mail. The following types of businesses, whether they’re domestic or foreign, must file a biennial report:
If your business holds an interest in agricultural land in Iowa, like a family farm, you will need to fill out a specific type of Iowa biennial report called a “biennial agricultural report.” The online system will automatically point you toward the correct form after you answer the related questions. This type of form is only for businesses that directly or indirectly own or lease agricultural land within the state.
Additionally, LLCs and corporations can use their biennial report to update the following information:
If you need to change your registered agent or the address of your registered office, you must fill out and submit a “Statement of Change of Registered Office and/or Registered Agent” form, which you can find on the Iowa Secretary of State’s website.
As a disclaimer, corporations may also need to file a separate 10-k annual report with the U.S. Securities and Exchange Commission (SEC). This is not the same thing as an Iowa biennial report, which is simply for state reporting purposes. Biennial reports do not include any information about the financial health of a company.
Iowa biennial reports are filed with the Secretary of State either through the Fast Track Filing service or the mail. If you plan to file online, you can create a Fast Track Filing account instead of getting a temporary code or PIN number as in previous years. You can still log in without an account, but the account will help you keep track of your filings for future years.
If you’re filing by mail, you must click the “mail” option on Fast Track Filing, fill out the form, print it, and mail it The Secretary of State, Business Services Division.
It is recommended to send official documents through certified mail with a signature requested to ensure that it reaches the office. This can give you peace of mind.
Biennial report filing has different due dates depending on the type of entity. It’s always every other year by April 1, but the year you start varies as follows:
You can file as early as January 1st or as late as April 1st, but your filing must be postmarked by the deadline. You should also file on the first odd-numbered year or first even-numbered year you’re in business. For example, if your LLC was organized on April 3, 2019, you won’t file your first biennial report until 2021.
Note: Before your report is due, you or your registered agent should receive an email reminder about the biennial report. While this is helpful, it doesn’t mean you’re off the hook if you never receive one. You’re still liable for the due date regardless, so it’s best to mark your calendar in advance.
The filing fee varies based on the entity:
If you need to update your registered agent or registered office using the additional form, there’s no extra charge for corporations, nonprofits, or LLCs.
Before you can finish the biennial report filing process, you’ll need to have some information on hand. First, you’ll need to know either the name or business number of your entity so you can use it in Iowa’s business entity search. You’ll automatically be prompted to go to the search as soon as you log in. After that, whether you’re filing for an LLC or corporation, you’ll also need to know:
If you don’t fill out the fields properly, you will be prompted to remedy your errors.
If you’re filing your biennial report online, you’ll be directed to a review page where you can review the information you’ve reported before you send it off for good. After that, you’ll be redirected to the payment website. The Iowa Secretary of State takes major credit cards or payment via a dedicated Secretary of State account. If you are filing by mail and wish to use a credit card, you must complete a Credit Card Payment Authorization Form.
Once you file your biennial report, it becomes public knowledge and is available through Iowa’s business entity search. This means anyone can search for the information reported and know whether or not you’re in good standing.
If you miss the deadline to file your biennial report in the state of Iowa, there isn’t a late fee. Instead, after 60 days, the Secretary of State will start the administrative dissolution or revocation process. If dissolved or revoked, the entity may only operate to wind down business. Any other activity is not protected by the entity’s legal and tax safeguards, and you open yourself up to personal liability.
If your business happens to be dissolved or revoked because you’ve failed to file a biennial report, you can apply for reinstatement. In this case, you’ll need to pay all back taxes to the Iowa Department of Revenue and fill out an application. Foreign entities can do this online and be reinstated on the same day. Other entities can fill out the paper application along with the overdue biennial reports. This form costs an additional $5 filing fee.
If you have issues filing your biennial report, you can contact the Iowa Secretary of State through email at email@example.com. You can also call their business services department.
Biennial reports cost $60 to file for LLCs and corporations. Nonprofits can file free of charge.
Iowa doesn’t have a late fee, but after a couple months, the Secretary of State will move to revoke or dissolve your business. This means you’ll need to file for reinstatement before you can operate in full capacity again.
If you’re filing online, the process should only take a few minutes. Mail filing takes longer because you must wait for your report to be sent in through the post.
Original signatures aren’t required for biennial reports, as they are typically filed online. Nonetheless, you cannot impersonate a filer. This is still against the law.
Anyone with authority may file biennial reports in Iowa. This includes LLC members and authorized directors, officers, or owners in a corporation, as well as authorized business compliance service providers.
Businesses in Iowa file their initial report by April 1 of the first odd or even-numbered year in which they operate. Corporations file on even-numbered years, LLCs file on odd-numbered years, and nonprofits file on odd-numbered years.
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