Understanding Iowa LLC Laws
The rules for starting and running an Iowa limited liability company (LLC) are laid out by Iowa's LLC laws.
In this guide, we offer simple explanations to Iowa LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Biennial Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Iowa LLC laws set out the requirements for forming an LLC. The State of Iowa has created the Fast Track Filing online portal to make registering an LLC easy. Mail and fax filing are also available, but the state does not provide a fillable form; you must draft the Certificate of Organization yourself following this statute.
Iowa LLC Formation Statute
The following LLC formation statutes are from the Iowa Revised Uniform Limited Liability Company Act:
Section 489.201 Formation of limited liability company — certificate of organization.
1. One or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing a certificate of organization.
2. A certificate of organization must state all of the following:
a. The name of the limited liability company, which must comply with section 489.108.
b. The street address of the initial registered office and the name of the initial registered agent for service of process on the company.
3. Subject to section 489.112, subsection 3, a certificate of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in a certificate of organization is not effective as a statement of authority.
4. A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to section 489.205, subsection 3. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the certificate.
5. Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
2008 Acts, ch 1162, §18, 155; 2010 Acts, ch 1100, §8 Referred to in §489.102, 489.203, 489.205, 489.1008
Start forming your LLC by reading our formation services review.
What This Means: Key Takeaways*
The Iowa LLC statute provides the requirements for setting up (or forming) an LLC. The State of Iowa offers online LLC filing to meet these requirements. Businesses can also draft and submit a hard copy Certificate of Organization by following the formation statute.
Required Information for Iowa LLC Formation:
- LLC’s name (Must meet Iowa LLC naming requirements)
- Registered agent’s name and Iowa street address
Optional Information for Iowa LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Iowa LLC Certificate of Organization guide.
Registered Agent Duties and Appointment
Iowa LLC laws define the duties and appointment of the LLC registered agent.
Iowa LLC Registered Agent Statute
The following registered agent statutes are from the Iowa Revised Uniform Limited Liability Company Act:
Section 489.113 Registered office and registered agent for service of process.
A limited liability company or a foreign limited liability company that has a certificate of authority under section 489.802 shall designate and continuously maintain in this state all of the following:
1. A registered office, which need not be a place of its activity in this state.
2. A registered agent for service of process who may be any of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation, limited liability company, or not-for-profit domestic corporation whose business office is identical with the registered office.
c. A foreign corporation, foreign limited liability company, or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office. 2008 Acts, ch 1162, §13, 155; 2010 Acts, ch 1100, §2
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
An Iowa registered agent must:
- Maintain a registered office in Iowa (i.e., no P.O. boxes)
- Be an individual, an Iowa corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Iowa. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Iowa LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Iowa Revised Uniform Limited Liability Company Act:
Section 489.110 Operating agreement — scope, function, and limitations.
1. Except as otherwise provided in subsections 2 and 3, the operating agreement governs all of the following:
a. Relations among the members as members and between the members and the limited liability company.
b. The rights and duties under this chapter of a person in the capacity of manager.
c. The activities of the company and the conduct of those activities. d. The means and conditions for amending the operating agreement.
2. To the extent the operating agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter.
3. An operating agreement shall not do any of the following:
a. Vary a limited liability company’s capacity under section 489.105 to sue and be sued in its own name.
b. Vary the law applicable under section 489.106.
c. Vary the power of the court under section 489.204.
d. Subject to subsections 4 through 7, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty.
e. Subject to subsections 4 through 7, eliminate the contractual obligation of good faith and fair dealing under section 489.409, subsection 4.
f. Unreasonably restrict the duties and rights stated in section 489.410.
g. Vary the power of a court to decree dissolution in the circumstances specified in section 489.701, subsection 1, paragraphs “d” and “e”. Tue Nov 24 19:12:57 2020 Iowa Code 2021, Chapter 489 (169, 45) §489.110, REVISED UNIFORM LIMITED LIABILITY COMPANY ACT 8
h. Vary the requirement to wind up a limited liability company’s business as specified in section 489.702, subsection 1, and section 489.702, subsection 2, paragraph “a”.
i. Unreasonably restrict the right of a member to maintain an action under article 9.
j. Restrict the right to approve a merger, conversion, or domestication under section 489.1014 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization.
k. Except as otherwise provided in section 489.112, subsection 2, restrict the rights under this chapter of a person other than a member or manager.
4. If not manifestly unreasonable, the operating agreement may do any of the following: a. Restrict or eliminate the duty to do any of the following:
(1) As required in section 489.409, subsection 2, paragraph “a”, and section 489.409, subsection 8, to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member in the conduct or winding up of the company’s business, from a use by the member of the company’s property, or from the appropriation of a limited liability company opportunity.
(2) As required in section 489.409, subsection 2, paragraph “b”, and section 489.409, subsection 8, to refrain from dealing with the company in the conduct or winding up of the company’s business as or on behalf of a party having an interest adverse to the company.
(3) As required by section 489.409, subsection 2, paragraph “c”, and section 489.409, subsection 8, to refrain from competing with the company in the conduct of the company’s business before the dissolution of the company.
b. Identify specific types or categories of activities that do not violate the duty of loyalty.
c. Alter the duty of care, except to authorize intentional misconduct or knowing violation of law.
d. Alter any other fiduciary duty, including eliminating particular aspects of that duty.
e. Prescribe the standards by which to measure the performance of the contractual obligation of good faith and fair dealing under section 489.409, subsection 4.
5. The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
6. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
7. The operating agreement may alter or eliminate the indemnification for a member or manager provided by section 489.408, subsection 1, and may eliminate or limit a member’s or manager’s liability to the limited liability company and members for money damages, except for any of the following:
a. A breach of the duty of loyalty.
b. A financial benefit received by the member or manager to which the member or manager is not entitled.
c. A breach of a duty under section 489.406.
d. Intentional infliction of harm on the company or a member.
e. An intentional violation of criminal law.
8. The court shall decide any claim under subsection 4 that a term of an operating agreement is manifestly unreasonable. All of the following apply:
a. The court shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time.
b. The court may invalidate the term only if, in light of the purposes and activities of the limited liability company, it is readily apparent that any of the following applies:
(1) The objective of the term is unreasonable.
(2) The term is an unreasonable means to achieve the provision’s objective.
2008 Acts, ch 1162, §10, 155; 2013 Acts, ch 30, §114, 115 Referred to in §489.102, 489.112, 489.408, 489.14108
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Biennial Report Requirements
Iowa LLC laws set out the requirements for biennial LLC reporting. The State of Iowa has created the Fast Track Filing online portal to simplify the process.
Iowa LLC Biennial Report Statute
The following biennial report statutes are from the Iowa Revised Uniform Limited Liability Company Act:
Section 489.209 Biennial report for secretary of state.
1. A limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that states all of the following:
a. The name of the company.
b. The street address of the company’s registered office, the name of its registered agent at that office, and the consent of any new registered agent.
c. The street address of its principal office. d. In the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under section 489.805, subsection 1.
2. Information in a biennial report under this section must be current as of the date the report is delivered to the secretary of state for filing. The report shall be executed on behalf of the limited liability company or foreign limited liability company and signed as provided in section 489.203.
3. The first biennial report under this section must be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A subsequent biennial report must be delivered to the secretary of state between January 1 and April 1 of each following odd-numbered calendar year. A filing fee for the biennial report shall be determined by the secretary of state pursuant to section 489.117. Each biennial report shall contain information related to the two-year period immediately preceding the calendar year in which the report is filed.
4. If a biennial report does not contain the information required in this section, the secretary of state shall promptly notify the reporting limited liability company or foreign limited liability company in writing and return the report to it for correction.
5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required in section 489.114. If the secretary of state determines that a biennial report does not contain the information required in this section but otherwise meets the requirements of section 489.114 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change for the registered office or registered agent, effective as provided in section 489.205, subsection 3, before returning the biennial report to the limited liability company as provided in this section. A statement of change of registered office or registered agent accomplished pursuant to this subsection shall be executed by a person authorized to execute the biennial report.
2008 Acts, ch 1162, §26, 155; 2010 Acts, ch 1100, §10 Referred to in §489.105, §489.114, §489.117, §489.705, §489.806
What This Means: Key Takeaways*
You can file your Iowa biennial report online.
Your Iowa LLC biennial report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The principal office’s street address and mailing address
- The registered office’s street address and name of registered agent
Biennial Report Due Dates:
- Biennial reports are due between January 1 and April 1 every other odd-numbered year beginning after the first calendar year of the LLC’s effective date.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.