The Iowa LLC operating agreement is a legal document that provides assistance to the member(s) of any sized company, in outlining the entity’s standard operational procedures, organization of the company’s internal affairs, and other important aspects of the business, to be agreed upon by the member-management.
Although the State of Iowa does not require any company to file this document or hold certification of ownership, it is highly recommended that any company doing business in the State of Iowa strongly consider implementing the document. Without the implementation of the document, the member management, if faced with litigation or business failure, could be held liable for settlement of any sums involving lost litigation. The document provides the protections needed, by separating all of the member’s financial accounts and personal assets from those of the company. As well, the document will allow tax benefits that would not be available to the company without it.
Members should review the document. If for any reason there is confusion with the language of the document, the members may decide to contact and consult with a knowledgeable attorney to provide assistance and clarification.
Table of Contents
Multi-Member – For use by companies with more than one (1) member to establish the many various policies, procedures, and relationships between members.
Single-Member – To be used by sole proprietors (single owners) to establish a method of daily business reporting, company policies, and owner protections among other aspects of the business.
The first step that filers should take before submitting their applications is a to ensure that the chosen business name is not similar to that of another on file with the Secretary of State. If the name is not distinguishable on their records, the application will consequently be rejected by the State’s offices.
Step 1 – Registered Agent (Statutory Agent)
The LLC must appoint a Registered Agent (a.k.a. Statutory Agent) which may be an individual with residence in the State or a registered business with the authority to operate in the State. This individual/business entity will receive annual state filings and other important documents on the LLC’s behalf.
Step 2 – Registration Documents
No formal documents are available for Domestic LLCs (new LLCs formed within the State). Therefore, you will need to draft your own from in accordance with section §489.201 of the Revised Uniform Limited Limited Liability Company Act.
Foreign LLCs (LLCs expanding into Iowa from an outside jurisdiction) can download and complete the Certificate of Authority.
Step 3 – Attach the Filing Fee
Filing fees are payable by way of check made out to the ‘Secretary of State’. The following fee must be attached to your registration documents:
- Domestic LLC – $50
- *Foreign LLC – $100
*If filing as a Foreign LLC, be sure to include a Certificate of Existence that has been issued by the proper authority in the initial jurisdiction and dated within ninety (90) days of filing your application.
Send your filing package to the following address for processing:
Business Services Division, Lucas Building, 1st Floor, Des Moines, IA 50319
Step 4 – LLC Operating Agreement (not required)
LLC owners may organize their internal affairs by implementing an operating agreement. The form is a legal document that allows the managing member(s) to put in place a set of rules and regulations that in turn will dictate the operating structure of the business.
Step 5 – Employer Identification Number (EIN)
In order for the LLC to legally hire employees and perform most financial transactions, it will be necessary to obtain an Employer Identification Number (EIN). You may apply for an EIN directly on the or through the submission of Form SS-4. An EIN will not expire once acquired and it cannot be reissued.
Step 1 – Download and Establish the Document – Submit the name of the company at the beginning of the document.
Step 2 – The Agreement – Submit the date that the agreement shall be entered into, in dd/mm/yy format.
- Check the applicable box
- Enter the required information behind each selected and checked box:
- Single-Member – Provide the name of the company and the state where the company shall reside. Provide the owner’s name. Enter the owner’s business address
- Multi-Member – Enter the name and address of each member
Step 3 – Name and Principal Place of Business – Submit the following:
- The company name
- The address where the business shall be situated
- The city where the business address shall reside
Review the remaining information in this section. Be certain to enter all requested information as follows:
- Enter the date the company is formed, in dd/mm/yy format
- Review the information within the following two titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Review the information contained within the paragraph
- Multi-Members – Enter the names and each member’s contributions (respectively)
- All members must carefully read the remaining information in this section as follows:
Distributions – Members must read all the information under this title.
- Check the box that applies
- Single-Members – Review all of the information behind the box
- Multi-Members – Submit each member’s name. Enter each member’s Percentage of Interest (ownership)
- Members must continue to review the remaining information
Step 4 – Books, Records and Tax Returns –
- Check an appropriate box
- Review all information behind the boxes selected
Proceed by carefully reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review all of the information provided under this title
- Multi-Members – Read all of the information beyond the box
- Enter the maximums/limits into each line provided
Step 5 – Titled Sections – The members must check the box if applicable. Read, carefully, the information provided, as follows:
- Meetings of Members – Submit an annual date when all members should expect to meet
- Assignment of Interests
- Ownership of Company Property (Single-Member) – Check the box. Review the information regarding this title
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Select the applicable box. Read all of the applicable information behind the appropriate box
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter the name of the company and submit the date of when the document becomes effective, in dd/mm/yyyy format
- Indemnification (Single-Members)
Step 6 – Signatures –
- Apply the date of execution of the agreement, in dd/mm/yy format
- Submit the name of the company
- Enter the signature of the company representative
- Members shall provide signatures
When the document is complete and all aspects of the document have been agreed upon, copies must be given to all members for record keeping.