How to Form a Iowa LLC in 10 Steps
A Limited Liability Company (LLC) is a common business structure that allows one or more persons to own a portion of a company.
There are other benefits to forming an LLC as well. For instance, all profits earned by an LLC will be passed through to all members, an LLC does not have to file a separate tax return (as with corporations), and an LLC reduces the owner(s) exposure to liability from company activities as well.
Here are the steps you will want to file when forming your LLC or Limited Liability Company:
1. Choose Your Company Name.
It needs to be a name no other business in Iowa has. It is also wise to check for a registered trademark on your preferred name.
SunDoc would be happy to run your name search or reserve a LLC name on your behalf (for a reasonable fee).
2. Understand the LLC Organizer Requirement.
Anyone can be your LLC’s organizer, and this is a position you’ll need to choose when filing your Certificate of Organization. For instance, you will be the organizer if you file your Articles on your own. On the other hand, if time is an issue, we’d be glad to prepare for you at SunDoc. In this case, we would be named your organizer. Finally, you can choose an attorney or someone else integral to your business formation to be your organizer.
3. Designate a Registered Agent.
You will need to choose either a firm or an individual to be your registered agent. It’s a requirement when filing your Certificate of Organization. Not sure what a registered agent is or why you need one? Check out this article from SunDoc: Registered Agent Service.
4. Decide Your Ownership and Management Structure.
LLCs in Iowa need to decide when they want to be managed by managers or members. That is, do you want to be managed by all the members of your LLC, one manager, or many managers?
5. Create an Operating Agreement.
Your Operating Agreement drives your business like an engine. It creates governance, pays profits, and manages working capital.
Your company will probably need to create an operating agreement, depending on your state’s requirements. This will be a key document for you as it outlines the financial and functional decisions of the business (regulations, provisions, rules, and more). The document’s purpose is to govern your internal operations so that your unique business’ needs are met.
Important matters of voting, money, and fiduciary constraints are at stake here. You may also want to consult an attorney for advice.
6. File the Certificate of Organization.
Now you need to file your Certificate of Organization. Almost all states require that businesses have this form, which provides key company details to the state of Iowa. Once your Articles have been accepted and filed by the state, you have your new LLC!
Several pieces of information are necessary for this form. You’ll need your chosen company name, your LLC address, who your LLC organizer will be and who your registered agent will be, and finally, what management method you've chosen. It’s possible that you’ll need to file member names as well, but this isn't always necessary.
It can help you tremendously to get assistance filing your LLC’s Certificate of Organization. SunDoc is a reliable and fast-working filing service who would be happy to do this paperwork on your behalf.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! You now have a registered Iowa LLC. All LLCs who have more than a single member (no matter whether you have employees or not) have to get an Employer Identification Number or EIN. File with the IRS yourself, or if you prefer, SunDoc can file for you.
Most banks will ask that you have your EIN is ready in order to open a business account. At this time, you should organize all of your fiscal management. For many companies, this will include hiring an accountant.
Now is a good time to reimburse yourself or other members of your LLC for any business expenses you paid out of your personal accounts up until now. Make sure to use your business account for business expenses from now on, and/or keep receipts.
8. Pay Iowa State Taxes.
Every year, your Iowa LLC may need to pay required state fees and taxes. This might include your first year of operation — and probably will. If you sell anything in the state, you might be required to collect sales tax as well. You can locate more state tax information on the State of Iowa’s tax web site.
9. Determine Necessary Licenses and Permits.
You may not realize that, in many cases, at the county and city levels, you need to have business licenses or permits as well. It is essential that you check the business website of your state in order to see a list of the license requirements you might be affected by. If you do not obtain the necessary licenses and permits, you risk being liable for hefty fines.
10. File an Annual Report (Biennial Report or Initial List).
Most of the time, you must file an Annual Report, Biennial Report, or other such document soon after the formation of your Iowa LLC in Iowa.
After the initial filing of your Annual Report, the state of Iowa will likely require that you produce an updated report on a consistent basis. Usually, the report must be submitted every year or every two years. All states have different requirements.
Essentially, the Annual Report is a simple document that updates the state on basic information pertaining to your company. If you make any changes to your company down the line, it's something you’ll need to continue to update.
It is very important to file within the required time. It can cost you as much as ten times the normal filing fee if you file late! If you prefer, SunDoc can file your Annual Report/Biennial Report and other routine filings for you, reliably and on time. All LLC forms, including the report form, can be found on the Iowa business web site.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit our LLC FAQs.
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