How to Start a Series LLC in Iowa

We have created a step by step guide to help business owners with the formation of their Iowa series LLC. A series LLC is a form of LLC that allows its members to divide the assets and operations of a “parent” LLC into a set of “child” series. 

The child series, also known as “individual protected series," are protected against liability and losses that might be incurred by the other child series and the parent LLC.

If you are unfamiliar with the series LLC, you can also take a look at our guide about what the series LLC is, including its risks and benefits.


Step 1: Name Your Series LLC

Before naming your series LLC, you should know the answers to these questions:

  • What are the laws for naming a series LLC?
  • What are some general tips for naming a series LLC?
  • Is my business name available in Iowa?
  • Is my business name available as a URL and if so, how do I buy it?

1. Series LLC naming rules vary from state to state. In Iowa, you are only required to follow traditional LLC naming laws when naming your series LLC.

Follow the required Iowa LLC Naming Rules:

  • Your name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency.
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.

2. There are also general tips for making your series’ names more recognizable, uniform, and clear.

Consider these tips for naming a series LLC:

  • Use the word “protected series” within the name of each company.
  • Name the parent LLC in a way that distinguishes it from the child series.
  • Include the full name of the parent LLC in the name of each child series.
  • The name of the child series should include the name of the assets it holds. This creates a clearer asset picture to the public and creditors.

Example of a series LLC naming system that uses both the state of Iowa requirements and general tips:

My Holdings Co., LLC, a series LLC

123 Main Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

123 Division Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

3. Is your business name available in Iowa? Make sure the name you want isn't already taken by doing a name search on the State of Iowa website.

4. Is your business name available as a URL? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

Find a Domain Now

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Step 2: Choose a Registered Agent

You are required to nominate a Registered Agent for your Iowa series LLC. The Registered Agent for the parent LLC will need to be the same for each child series.

What is a Registered Agent? A registered agent is a person or business that agrees to send and receive legal papers on behalf of your series LLC. Such papers include service of process of legal action (if you are sued) and state filings.

Who can be a Registered Agent? A registered agent must be a resident of Iowa or a corporation authorized to transact business in Iowa. You may elect an individual within the company including yourself.

Learn more about the role of a registered agent and why you should consider hiring a professional service.

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Recommended: Northwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Step 3: FILE THE CERTIFICATE OF ORGANIZATION

To register your series LLC, you will need to file the Certificate of Organization with the State of Iowa. This can be done online.

We recommend consulting with an Attorney when filing your Iowa Certificate of Organization. Iowa does not provide any language about the series LLC on the Certificate of Organization form. Experts suggest attaching an addendum to outline your Iowa series LLC.

The cost of filing the certificate of organization form is $50.

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We recommend working with an Attorney to help you complete your series LLC Articles of Organization.

Or read our free guide to form a standard single or multi-member LLC in Iowa.

FILE THE CERTIFICATE OF ORGANIZATION

File the Certificate of Organization Online with the Iowa Secretary of State

FILE ONLINE


State Filing Cost: $50 (Nonrefundable)

Note: After logging in click "File a Document" located in the top menu.

Processing Time: Immediately after payment is received.

If you’re expanding your existing LLC to the State of Iowa, you need to form a Foreign LLC.

Step 4: Creating An Operating Agreement

An operating agreement is required when starting a series LLC in Iowa. The operating agreement does not have to be filed with the state.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

Why are operating agreements important? For a series LLC, the operating agreement is important because it outlines the liability limitations (asset protection) of the individual series. Without a specific outline of liability limitations, a court might not uphold the protection between the series.

We recommend working with an attorney when creating your Iowa series LLC operating agreement.

TIP

New child series can be added to the series LLC by amending the operating agreement.

Step 5: Obtain an EIN

What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. Each of the child series in your series LLC will require an EIN. 

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

How do I create an EIN for my series LLC? The IRS doesn’t have specific guidelines for creating an EIN for the child series of a series LLC. Experts suggest using the name of your series LLC combined with the child series name for each additional EIN. 

Example Series LLC EIN

 

Series LLC Name: My Holdings Co., LLC, a series LLC

EIN entry: My Holdings Co LLC a series LLC

 

Child Series Name: 123 Main St., LLC, an individual protected series of My Holdings Co., LLC, a series

EIN Entry: 123 Main St LLC an individual protected series of My Holdings Co LLC a series

Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

Note for International Applicants: You do not need an SSN to obtain an EIN. Learn more here.

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Key Steps After Forming a Series LLC

OPEN A BUSINESS BANKING ACCOUNT

A dedicated business banking account is required for each child series of a series LLC. Without dedicated accounts, the child series are NOT protected from liabilities incurred by the other child series or the parent LLC.

SET UP ACCOUNTING

Accounting and record keeping for the series LLC MUST be clear, concise, and separate. Without careful record keeping, your series might not be protected. Separate record keeping helps ensure the courts will never allow a creditor or plaintiff to pierce the corporate veil.

TIP

Expenses are sometimes shared across the series. For example, the series might share office space. Shared costs like rent can be spread out between the child series but it must be done in a logical way that will be defensible in court.

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*Recommended: Mazuma’s team of CPAs and accountants can help manage your series LLC’s finances, including bookkeeping, accounting, and tax filing services.

Register Your LLC for Iowa State Tax

We recommend consulting a tax professional for help in tax planning and filing for your series LLC.

Maintain your LLC: Avoid fines and the risk of dissolution.

FILE YOUR LLC BIENNIAL REPORT

Iowa requires LLCs to file a biennial report with the Iowa Secretary of State. This can be done online. The biennial report will be filed by the parent LLC on behalf of all of the entities in your series LLC.

FILE YOUR BIENNIAL REPORT

File Online with the Iowa Secretary of State

FILE ONLINE


$60 (Nonrefundable)

Due Date: Due between January 1st and April 1st of every odd numbered years.

Late Filings: Iowa does not charge late fees if you miss your filing deadline but may administratively dissolve your LLC after a few months for failure to file an annual report.

REPORT LLC INCOME

Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.

AVOID DISSOLUTION

Series LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, series LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines, and even submitting reports on your behalf for an additional fee.

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Recommended: Northwest registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Become a knowledgeable LLC owner. Learn more about these important topics.

OBTAIN A CERTIFICATE OF GOOD STANDING

A Certificate of Good Standing, known in Iowa as a Certificate of Existence, verifies that your series LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign LLC in another state
  • Obtaining or renewing specific business licenses or permits

You can order an Iowa LLC Certificate of Existence online.

ORDER A CERTIFICATE OF GOOD STANDING

Request a Certificate Online

 

 

Order Online


Fee: $5 (Nonrefundable)

 

Enter your business name or business number, select your business, then select "Print Certificate of Existence."

DISSOLVE YOUR IOWA SERIES LLC

If at any point you no longer wish to conduct business with your series LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your series LLC, there are two broad steps:

  • Close your business tax accounts
  • File the Articles of Dissolution

TIP:

Closing a child series will not dissolve the parent LLC. Dissolving the parent LLC will dissolve all of the protected series under it.