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Iowa LLC

Form a Iowa LLC

At LawInc we are Iowa LLC formation experts who can help you form an Iowa LLC, the right way. We file the Iowa LLC Certificate of Organization with the Iowa Secretary of State and prepare a customized Iowa LLC operating agreement. We can also obtain the Iowa LLC’s Tax ID Number (TIN) / Employer Identification Number (EIN), in an quickly as 24 hours. Let LawInc guide you through the process of forming your Iowa LLC.

Our clear, concise and easy to use website, helps keep the Iowa Limited Liability Company formation process simple.

Iowa LLC Name

The first step in forming a Iowa Limited Liability Company (LLC) is selecting the business name. Iowa LLC names:

  • Must contain the words must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.”
  • The name of a Iowa LLC must be distinguishable on the records of the Iowa Sec. of State.

An available Iowa LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Iowa LLC, prior to filing.

Iowa LLC Formation

Iowa LLC Filing Procedure: When forming a Iowa LLC, the Iowa Certificate of Organization must be filed with the Corporations Division of the Iowa Secretary of State. The Iowa Certificate of Organization must state:

  • The Iowa LLC name.
  • Name and address of each Iowa LLC organizer.
  • Street address of Iowa registered office.
  • Street address of principle place of business.

Iowa LLC Organizers: An Iowa limited liability company can be formed by one (1) or more organizers.

Iowa LLC Members: Iowa LLCs require 1 or more members. There is no residence or age requirement. Iowa LLC members are not required to be listed in the Certificate of Organization.

Iowa LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Iowa Certificate of Organization place a limitation on the company’s existence or until dissolution or termination.

Iowa Registered Agent: An Iowa LLC must maintain a registered agent and office to receive service of process in Iowa. The Iowa registered agent should be available, at an Iowa physical address, during normal business hours to accept important legal and tax documents on behalf of the Iowa LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Iowa or (2) an individual resident of the state. A Iowa LLC may not act as its own agent.

Iowa LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Iowa LLC operating agreement should reference how the Iowa LLC is managed, allocation of profits and losses and member capital contributions. The Iowa LLC operating agreement does not need to be filed.

Iowa LLC Post-Filing Requirements

Iowa LLC Biennial Reports: Iowa LLCs are required to file biennial reports.

Iowa LLC Taxes

Iowa State Income Tax: The LLC tax rate for Iowa is variable, depending on Iowa taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

  • Sole proprietorship
  • Partnership, or
  • Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Iowa LLC net income must be paid just as you would with any self-employment business.

Most Iowa multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Iowa LLC profits are reported and allocated to each of the owners according to the Iowa LLC's operating agreement. Each owner is given a Schedule K-1, which shows each owner's share of LLC income or loss. The owner then reports and pays taxes on this income on the owner's annual 1040 income tax return. It is important to note that as with sole proprietorships, all Iowa LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Iowa LLC has more than one owner, or any employees.

Iowa LLC Dissolution/Cancelation

Iowa LLC Dissolution/Cancelation: In order to dissolve or cancel an Iowa LLC, the members or managers must file a Statement of Dissolution with the Iowa Secretary of State. After filing the Iowa Statement of Dissolution, the LLC remains in existence for the purpose of winding up its affairs. Upon completion of that stage a Statement of Termination must be filed.

Acts Triggering Iowa LLC Dissolution: A Iowa LLC can be dissolved upon the happening of one of the following:

  • At a time specified in the Certificate of Organization or operating agreement;
  • Upon occurrence of events specified in the Certificate of Organization or operating agreement;
  • Consent by the specific number or percentage of members indicated in the operating agreement;
  • At any time there are no members; or
  • Judicial decree to dissolve by a Court.
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