Start an Iowa LLC

Deciding on a unique name for your LLC in Iowa is essential. 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. Use our Iowa business name lookup to check name availability. You can also search the Iowa database of existing business names. Consult the state statute of naming requirements to know what words can and cannot 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.”).

Reserve an Iowa LLC 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 Certificate of Organization. Iowa allows you to reserve a business name for 120 days for a small fee. If you’d rather not deal with this process yourself, we have a business name reservation service that can handle it for you. As part of the service, we also check to see if your desired name is available.

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

• DBA: A DBA or “Doing Business As” name is a fictious 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. Our DBA service can handle this paperwork for you.
• 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.
• Domain name: Something else to think about with your LLC name is the availability of website domains. A quick domain name search will let you know whether it’s in use, and we can help you register your website domain name.

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, the state of Iowa needs to know how to get the paperwork to your LLC’s leadership.

Who Can Be Appointed as a Registered Agent in Iowa

An Iowa registered agent can be an individual or business entity, but they must have a “registered office” address in the state of Iowa. This address cannot be a P.O. box because legal documents are often served in person — you’ll need to designate a physical address where the agent can physically receive essential paperwork.

Why You Shouldn’t Be Your Own Registered Agent

Many business owners assume they should serve as a registered agent for their company and use their business’s primary location as the registered office address. While this approach sounds intuitive, it can have serious downsides and unintended consequences. Some benefits of using an outside registered agent service include:

• If your company is sued, you don’t want a process server showing up in the middle of a customer presentation or an important board meeting.
• Freedom to leave the office, as the registered agent must be present at the office during all normal business hours
• If you provide your personal or business address as your registered agent address, you’ll need to update your registered agent paperwork with the state each time you move. At rapidly growing companies, it’s easy to see how this essential step could get overlooked.

The Benefits of Registered Agent Services

Accordingly, many business owners decide to hire an outside registered agent service like ours that can receive paperwork on their behalf. Working with an outside registered agent service is quite affordable and can avoid headaches down the road. If you’ve already listed yourself as your business’s registered agent and want to start working with a professional instead, you’ll need to file a Statement of Change of Registered Office and/or Registered Agent with the Iowa Secretary of State. Luckily, the change request is free for Iowa LLCs.

Once you choose a name and a registered agent, you’ll have all the information necessary to file the formal business formation paperwork with the Iowa Secretary of State Business Services Division. Filing official government documents like this can be daunting for many people, which is why we’re here. With our business formation plans, our team of professionals handles the filing for you to make sure it’s done quickly and correctly the first time. But, although we can handle this for you, we’ll show you how the process works below.

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)
• An election as to whether your LLC will be member-managed or manager-managed. A member-managed LLC is run by the owners (members), while a manager-managed LLC is run by a designated manager from inside or outside the LLC membership.
• The duration of your LLC — if you leave this blank, the duration will be perpetual
• 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 for this regardless of your method of filing. You only need to file your Certificate of Organization once. However, if you end up making any changes down the road — such as replacing your business’s address or switching from a member-managed to a manager-managed LLC — you’ll need to file an Amendment to Certificate of Organization with the Iowa Secretary of State along with a fee.

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.

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 the relationship between the business’s members. Without an Iowa operating agreement, your business will be subject to background 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 operating 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 operating 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 operating agreement can improve your chances of securing investments.
• An operating 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 operating agreement for your LLC, we offer a customizable template to help get you started.

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 Employer Identification Number (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.

At the state level, if you have employees or collect taxes, 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).

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 (i.e., 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.

The state fees for forming an Iowa LLC can range from $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 (a fee due on odd-numbered years).

LLCs are among the most popular business structures because they afford liability protection for the owners without a ton of complex requirements. Compared to corporations, LLCs operate with far more flexibility and avoid certain kinds of taxation. 

Iowa is no exception — an LLC is an excellent choice for small business owners across the state. The benefits of forming an Iowa LLC include:

• Protection of your personal assets from the business’s legal liability and debts
• Empowering flexible management and ownership structures tailored to the nature of your business and its owners
• Fewer reporting and maintenance requirements than corporations
• Exemption from “double taxation.” Owners pay only personal taxes, rather than paying taxes on both corporate profits and individual earnings.
• Legitimizing your business, improving your chances of finding investors

For an in-depth explanation of the benefits of the LLC business structure, check out our comprehensive LLC article.

As mentioned above, LLCs provide the benefit of avoiding “double taxation.” The business pays no income tax, passing the income through to the LLC’s owners. Then, each owner pays taxes on the earnings as regular income. This is unlike most corporations, in which profits are taxed twice, first at the business level and again at the individual shareholder level.

The LLC tax structure can save business owners a significant amount of money compared to C corporations (the most common type of corporation). However, LLCs can also elect to be taxed as a corporation if they wish, subjecting owners to double taxation; sometimes this has advantages for larger LLCs.  

The IRS administers federal taxes based on each member’s share in the LLC. So, if you own 50% of an LLC and are entitled to 50% of the profits, the IRS will tax you on 50% of the LLC’s earnings. Importantly, LLC owners might be required to pay self-employment tax to the federal government, which makes up for the fact that they don’t directly pay taxes related to Medicare or Social Security.  

When it comes to state income tax, Iowa upholds pass-through taxation. Unless the business elects to be taxed as a corporation, LLCs are not taxed separately from their owners. However, Iowa LLCs are subject to a variety of non-income-related taxes. Iowa business taxes may include:

• State employer taxes (if you have employees)
• State sales tax (if you sell goods)
• State unemployment tax (if you have employees)
• Taxes related to certain products (e.g., liquor or tobacco)
• Taxes for using certain minerals or other public resources

To understand your state tax burden, consider visiting the Iowa Department of Revenue education center for more information.

Those who purchase any of our plans get a free accounting consultation and tax assessment from our specialists to receive helpful resources and no-obligation recommendations around your bookkeeping, accounting, and tax needs.

If you file online with the Iowa Secretary of State’s Fast Track Filing system, your Certificate of Organization is typically approved within 24 hours. If you choose to submit by fax or mail, processing time ranges from several days to several weeks.

No, you do not need to file your LLC’s operating agreement with the state of Iowa. In fact, Iowa doesn’t require LLCs to create an operating agreement at all. However, drafting an operating agreement legitimizes your business, helps prevent future disagreements between the business’s owners, and tailors the LLC’s rules to fit your needs and expectations.

Most entrepreneurs elect pass-through taxation at the state and federal levels — owners pay state and federal taxes on the income they earn from the business, but the LLC does not pay taxes as an entity. If an LLC has multiple members, the IRS by default classifies it as a partnership for tax purposes, requiring each member to pay taxes on their fair share. You can customize your ownership percentages in your LLC’s operating agreement.

Some LLCs (particularly those with very high earnings) may choose to file taxes as corporations. This option has some distinct tax advantages for certain LLCs. We suggest working with a tax professional who can explain the benefits and drawbacks of each tax regime.

Iowa law does permit the formation of a Series LLC structure, where several separate LLCs operate under one overarching “umbrella” LLC entity. The individual LLCs (sometimes called “cells”) may have different members, assets, and obligations. In theory, individual cells and the umbrella LLC are insulated from the debts and legal liabilities of the others, providing valuable protection for some small businesses.

You’ll need to make sure your Iowa LLC has all the licenses and permits it’s required to have by law. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no central place to check to see if you have all the licenses and permits you need. You’ll have to do some research.

If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that your business has all the licenses and permits it’s legally required to have, our business license report service can do the work for you.

Before starting the dissolution process, the members of an LLC should vote to dissolve it. For the subsequent steps please refer to our Iowa business dissolution guide.

If you already have an LLC in a different state and want to do business in Iowa, you don’t need to create a new LLC in the state. However, since your existing LLC is considered a foreign LLC in the state of Iowa, it requires a special procedure of authorization to conduct business. This implies filing for and obtaining a Certificate of Authority.