No matter what kind of Iowa business you run, there will probably come a time when you need to make changes to your limited liability company (LLC). When that happens, you’ll need to report certain changes to the state through an amendment to your Certificate of Organization. If this sounds daunting, don’t worry, we’re here to help. Read on to learn more about filing an amendment to your Iowa LLC’s Certificate of Organization and how we can help.
Haven’t started your LLC yet? Check out our detailed guide on forming an Iowa LLC and how we can take care of it for you.
What is an Iowa Certificate of Organization?
A Certificate of Organization is a formal legal document that you need to create an LLC in Iowa. The Certificate of Organization includes basic information about an LLC, like its name and address, the member voting rules, and its duration. The State of Iowa requires this information so it can keep track of its in-state businesses. You must complete and submit a Certificate of Organization to Iowa’s Secretary of State before your LLC can do business in the state.
Step 1: Determine if you need to change your Iowa Certificate of Organization
Iowa requires that LLCs maintain an updated Certificate of Organization to remain in good standing with the state. An updated Certificate of Organization allows the public to have accurate contact information for the business and to easily identify your LLC’s Iowa registered agent for the purposes of serving legal papers on your LLC. Furthermore, keeping your Certificate of Organization up to date gives Iowa a way to check on the current status of its domestic businesses.
It’s essential that you notify the state of your Iowa LLC amendment. If you don’t, you run the risk of incurring several consequences. For instance, your LLC won’t be able to get a Certificate of Existence (also called a Certificate of Standing). A Certificate of Existence demonstrates that your business is properly registered with the state and has followed all of the administrative requirements for Iowa LLCs. Because lenders and financiers typically require Certificates of Existence, failing to have one can make it harder for your LLC to obtain a loan or work with vendors. As a result, the best way to maintain your business’s growth is to keep your Certificate of Organization updated.
Step 2: Identify what to change in your Iowa Certificate of Organization
The necessary document for updating your LLC’s Certificate of Organization is the Articles of Amendment. Iowa requires that you report the following LLC changes in your Articles of Amendment:
- Changes to the the name of the company
- Alterations to the LLC’s ownership structure (i.e. member-managed or manager-managed)
- Updates to the address of the company or its registered agent
- Whether your LLC is temporary or permanent
Even if your changes don’t concern any of the above issues, you’ll want to include all necessary amendments in your Iowa LLC Articles of Amendment. Then you will file your Articles of Amendment with the Iowa Secretary of State Business Services Department.
Step 3: Gather information for filing your Iowa amendment
Under Iowa law, all Articles of Amendment must include the name of the company, the date of filing of its original Certificate of Organization, and the changes the amendment makes to the Certificate of Organization. In addition, an authorized representative of the company must sign and print their name and state the effective date of your Articles of Amendment. Unlike many states, Iowa doesn’t have an Articles of Amendment template form. Instead, you have to create your own Articles of Amendment. While you may have some leeway on the formatting details, it’s vital that you be as specific and detailed as possible when you list the amendments.
One quick tip: If the only change you need to make to your LLC is a change in registered agent, then don’t file Articles of Amendment. Instead, file a “Statement of Change of Registered Office And/Or Registered Agent” form. Unlike the Articles of Amendment, this document has no filing fee.
Step 4: File your Iowa LLC amendment
Once completed, it’s time to file your Articles of Amendment. In Iowa, there are several acceptable ways: in person, via mail, or the state’s online business portal.
If you’re confused about the process of filing Articles of Amendment or just don’t have the time, there’s an easier way. With our Worry-Free Compliance service, we’ll help you handle all kinds of compliance requirements so that you can focus on taking your business to new heights.
Iowa Articles of Amendment vs. Restatement of Certificate of Organization
Under Iowa law, business owners can restate as well as amend the LLC’s Certificate of Organization. A Restatement of Certificate of Organization is very similar to an Articles of Amendment. Both documents can list amendments to the LLC’s original Certificate of Organization.
However, a Restatement of Certificate of Organization also incorporates all information from the original Certificate of Incorporation that is still accurate along with all amendments made over time. As with the other documents we describe in this guide, there is no template for Restatements of Certificate of Organization. Instead, you have to create your own form that designates in its heading that it’s a Restatement of Certificate of Organization. You can file the form in person, by mail, or by using the online portal.
Iowa Articles of Amendment vs. Statements of Correction
One other choice to consider when making an Iowa LLC amendment is the Statement of Correction. An LLC can use a Statement of Correction to correct a record with a defective signature or inaccurate information. This applies to any document, not just the Certificate of Organization. Iowa doesn’t provide Statements of Correction forms, so you’ll have to create your own.
With us on your side, you can take your Iowa LLC to new heights
Updating your business to meet its current needs doesn’t have to be hard. With our amendment service, you can make the changes you need to your LLC’s Certificate of Organization quickly and easily.
We can simplify even more compliance requirements with our Worry-Free Compliance service. With this service, we’ll give you a hand with your annual filings. We’ll also remind you when critical filing deadlines are upcoming. On top of that, you can make two free annual amendments. We’ll even give you an action plan to follow if your LLC ever falls out of good standing. With our tools and services for support, you can focus on what you love, growing your business.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Certificate of Organization in Iowa?
No, you don’t need to have an attorney to file your Certificate of Organization. However, if you run into legal questions along the way, an attorney will be able to answer those questions. The Secretary of State won’t give you legal advice.
- What business changes can be reported in an Iowa LLC Articles of Amendment form?
You can report almost any potential change on an Articles of Amendment form. For example, you could list changes to the business’s membership structure, date of expiration, and address. You can even adjust whether your LLC expires on a certain date or exists perpetually.
- Are Iowa LLC Articles of Amendment the same as an annual report?
No. Annual reports are informational records that you need to submit every year regardless of whether there has been a change in any information in the Certificate of Organization.
- How long does it take to file LLC Articles of Amendment in Iowa?
If you file by mail, it will take several days for the Secretary of State’s office to receive the form. On the other hand, filing online with the Fast Track Filing service makes the filing process almost instantaneous.
- What will I receive from the State of Iowa when the LLC Articles of Amendment are filed?
You’ll receive confirmation after you file online through the business portal. To learn more about what confirmation you’ll receive if you file by mail, contact the Iowa Secretary of State’s office. You can reach the Business Services department at firstname.lastname@example.org or at 515-281-5204.