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PCF makes it fast, easy and cost-efficient to Form a LLC in Iowa
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AND keep up with recurring Iowa LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Iowa LLC and we will notify you each year well in advance of the due date for
any required Iowa LLC reporting requirements
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If you're ready to form an Iowa LLC online now
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Check our Iowa LLC options and prices
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If you need more information about forming an Iowa LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Iowa.
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Do I need a lawyer to form an Iowa Limited Liability Company (LLC)
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The short answer is no.
The state of Iowa does not legally require a lawyer to form an
Iowa LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming an Iowa LLC.
However, if there is anything about forming an LLC in Iowa
that you're not sure about you should seek the advice of a competent Iowa lawyer, an Iowa accountant,
or both before you form a LLC in Iowa.
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Once you have made the decision to form a LLC in Iowa, an Iowa lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Iowa LLC.
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Put the money you save with PCF right where it belongs
into your new Iowa LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form an Iowa Limited Liability Company (LLC)
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1. Choose a name for your Iowa LLC
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- PCF will check to make sure that your Iowa LLC name is available, conforms to state of Iowa LLC naming
regulations, and will reserve the LLC name with the Iowa Secretary of State.
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Your Iowa LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Iowa LLC name that you choose must be distinguishable from the name of any other registered Iowa LLC or other
business entity and the name must also be different from any reserved names on record with the state of Iowa.
Your Iowa LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Iowa LLC name must not be a name that is likely to mislead the public.
Your Iowa LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Iowa LLC because if you want to change it after you form your Iowa LLC you
will have to file amended Articles of Organization with the Iowa Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Iowa LLC
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- PCF can act as the official Registered Agent for your Iowa LLC.
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Every Iowa LLC must have an address that is physically located in the state of Iowa.
This address is "registered" with the Iowa Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Iowa to receive all correspondence on behalf of the Iowa
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Iowa LLCs hire a Registered Agent because they don't have a physical
address within the state of Iowa.
Some Iowa LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Iowa LLC
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- PCF will include Guidelines for Managers in your Iowa LLC documents.
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The owners of an Iowa LLC are called Members - not partners or shareholders.
(Iowa LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Iowa LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Iowa LLC must have at least one member.
Members need not live in the state of Iowa or be citizens of the United States.
Managers are responsible for the day to day operation of the Iowa LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Iowa LLC.
Management for your Iowa LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Iowa LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Iowa LLC is created.
If a single member Iowa LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Iowa LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Iowa Corporate Income Tax Rate is variable depending on the annual net income of the Iowa Corporation.
Iowa Corporate Income Tax Rates vary from 6 to 12%. For Iowa Corporate Tax Information click here. |
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5. File Articles of Organization with the Iowa Secretary of State
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- PCF can draft Articles of Organization that are specific to your Iowa business and file them with the Iowa Secretary of State.
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An Iowa Limited Liability Company is a type of business that is authorized by the state of Iowa - not by the federal government.
In order to form a LLC in Iowa you must file Articles of Organization with the Iowa Secretary of State.
The Articles of Organization must include certain specific information about your Iowa LLC.
If the Articles do not conform exactly to state of Iowa requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Iowa LLC but you will have to pay a fee to the state of
Iowa in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Iowa LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Iowa LLC.
All Iowa LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Iowa LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Iowa LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Iowa LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Iowa LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Iowa LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Iowa LLC that is based on your specific Iowa
business requirements.
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An Operating Agreement defines the rules by which your Iowa LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Iowa LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for an Iowa LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Iowa, if you plan to form a multiple member Iowa LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Iowa LLC grows over time, you may amend your Operating Agreement as necessary.
When your Iowa LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Iowa.
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2. Open a Business Bank Account in Iowa
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It's very important that you have a separate business bank account for your Iowa LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Iowa LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming an Iowa LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
An Iowa LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Iowa LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Iowa LLC vary depending on your business activities
and the specific locations within the state of Iowa in which you want to conduct business.
If your Iowa LLC will be selling products in Iowa you may be required to obtain a Reseller's Permit from the appropriate
Iowa state agency.
If your Iowa LLC will be selling products in Iowa you will also be responsible for all applicable local and state of Iowa
sales taxes if there are any.
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4. File the required Iowa LLC reports
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Each Iowa LLC must file a Biennial Report with the Iowa Secretary of State.
The Iowa Biennial Report includes basic information about your Iowa LLC.
Failure to submit a properly completed Iowa Biennial Report to the Iowa Secretary of State on or before the
due date may subject the Iowa LLC to being administratively dissolved in the state of Iowa or having its authority to
transact business in the state of Iowa revoked by the Iowa Secretary of State.
Penalties may accrue if you fail to file any Iowa LLC Biennial Report to the Iowa Secretary of State
by the due date.
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5. Keep proper records of your Iowa LLC on file
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Keep the following records on file and available at the principal business office of your Iowa LLC:
- Names and addresses of all Members and Officers of the Iowa LLC
- Articles of Organization for the Iowa LLC and any Amendments to them
- Copies of all tax returns and reports for the Iowa LLC for the last 3 years
- If the Iowa LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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Iowa Foreign LLC Qualification
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You want to do business in the state of Iowa but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Iowa you must register with the Iowa Secretary of State as
an Iowa Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Iowa is called Iowa Foreign Qualification.
The process of Iowa Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Iowa.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Iowa Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Iowa Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Iowa click here.
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