How to File Iowa LLC Certificate of Organization

Choosing an LLC Name

Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.

But don’t start using a name on legal documents, state filings, or marketing materials unless you’ve confirmed that it complies with the state’s requirements. This means that it should use the terms “limited liability company” or “limited company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC,” and it should be distinguishable from every other business name reserved or registered with the Secretary of State. Check to see if your desired name is already in use by searching for it using the state’s Business Entity Search function.

Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.

Choosing an Iowa Registered Agent

A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Without registered agent information on your Certificate of Organization, your filing will be rejected, so make sure you’ve made the necessary arrangements before you sit down to file it.

This agent can fall into one of two categories: an individual or a business entity. If you choose an individual, that person must be an Iowa resident with a physical address in the state, and if you appoint a business entity (like a registered agent service) it must be authorized to do business in Iowa.

Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.

Preparing to File Your Iowa Certificate of Organization

Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Iowa.

The Certificate of Organization is the most crucial document in your LLC formation process, the catalyst for its authorization to officially do business. With that in mind, it’s surprising how quick and easy the document is. If you have all the necessary information ready beforehand, you’ll cruise right through this filing. Here’s what you need:

• The LLC name
• Registered office address
• Registered agent name
• An indication that your LLC is managed by its members or managers
• The duration of your LLC (optional)
• Names and signatures for one or two organizers
• A delayed effective date, up to 90 days after filing (optional)

Unfortunately, like most business documents, the Certificate of Organization isn’t free. It costs $50, payable by credit or debit card through the Fast Track Filing portal when you submit it.

Filing Options

All Certificates of Organization must be filed online through the Secretary of State’s Fast Track Filing portal. The first step in the process is creating an account (if you haven’t already done so). Once you’re logged in, select the appropriate form and follow the onscreen instructions to complete it.

When you’ve successfully submitted your form and payment, your Certificate of Organization will be processed immediately. And that’s it! Your LLC is up and running in Iowa.

What About Foreign LLCs?

The process outlined above works for domestic LLCs (those formed in Iowa), but what if your business is expanding to Iowa from another state? Disregard the Certificate of Organization, as it’s not the form for you.

Rather, you will need to mail or hand-deliver an Application for Certificate of Authority to:

Secretary of State

Business Services Division

Lucas Building, 1st Floor

Des Moines, IA 50319

Or, you can fax it to (515) 242-5953.

This is called foreign qualifying and it gives your LLC authority to conduct business activities in the state. This filing carries a $100 fee, twice as much as the Certificate of Organization requires for domestic entities. Resist the temptation to close deals, sell merchandise, hire employees, or take care of other business-related tasks before you’ve successfully foreign qualified, or your company could face serious fines and penalties.

Want Help Filing Your Certificate of Organization?

Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.

The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.

There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.

While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Iowa Secretary of State. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.

There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like biennial reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Certificate of Organization, your LLC is an official business entity in the state of Iowa. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Iowa LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Iowa makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Business License Information Center and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Reports

Every other year, each LLC in Iowa must file a biennial report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s name, registered agent name and address, principal office address, and authorized person’s signature.