Checklist for Forming an Iowa LLC

If you have decided that forming an LLC is the right choice for your business, trying to figure out what exactly must be done can be a confusing process. The list below serves as a general checklist for forming an Iowa LLC.

Step 1: Filing the Certificate of Organization

The first step in forming the LLC is filing a Certificate of Organization with the Iowa Secretary of State. The Certificate of Organization must comply with the requirements set forth in the Iowa Revised Uniform Limited Liability Company Act. Of note, you will want to make sure that the desired name of the LLC is available. You can check the availability of a name through the Iowa Secretary of State’s website.  

Step 2: Prepare an Operating Agreement

The Operating Agreement sets forth the internal governance of the LLC. Although not required by Iowa law, having a well drafted Operating Agreement is particularly important for multi-member LLCs. Deciding up front how decisions will be made and other important matters can prevent disputes from occurring in the future.

Step 3: Prepare Organizational Minutes

I also recommend that newly formed LLCs prepare organizational minutes. The organizational minutes will often elect the initial officers of the LLC (frequently a President, Treasurer, and Secretary), officially adopt the Operating Agreement, and set forth other matters to document the LLC’s formation.

Step 4: Obtain an Employer Identification Number (EIN)

Every LLC will need to obtain an EIN. This can be done online through the IRS website.

Step 5: Open a Bank Account for the LLC

You will next want to open a bank account for your LLC. This step is important as not doing so could result in the LLC’s members losing their limited liability protection. The bank will likely ask for at least the Certificate of Organization and EIN to set up the bank account.

Step 6: Maintenance

The Iowa Secretary of State requires that LLCs file biennial reports to maintain the LLC’s active status with the State. The first biennial report is due between January 1 and April 1 of the first odd-numbered year following the calendar year in which the LLC is formed. For instance, if a LLC is formed in 2019, the first report will be due between January 1 and April 1, 2021, and then every subsequent two years.