Form a Domestic Limited Liability Company in Iowa – Certificate of Organization Limited Liability Company

The Iowa Certificate of Organization must be drawn up by an appropriate professional then submitted to the Iowa Secretary of State when an entity wishes to operate as a Limited Liability Company. The minimum information to be reported is concerned with the Identity and Location of the Limited Liability Company and the Iowa Registered Agent obtained by the entity. Other provisions such as the Effective Date or Liabilities may be included. A template form has been provided covering the minimum requirements all Limited Liabilities Company are required to report however, it is highly recommended to seek a consultation with an attorney or accountant licensed to practice in the State of Iowa before submitting any such paperwork.

The Iowa Certificate of Organization may be submitted to the Iowa Secretary of State by mail or electronically. There will be a $50.00 Filing Fee due upon submission in order for this paperwork to be processed. If filed by mail you may pay with a check, credit card, or have the amount deducted from a prepaid account. If filing online, you may only pay with a credit card or prepaid account by entering the information directly onto the online form you upload a PDF version of the paperwork being submitted. You may use a Charge Transaction Form to pay with a credit card or a Charge Account Holder Information Change Form to pay with a prepaid account, or a check for the Filing Fee amount (payable to Iowa Secretary of State). Payment for all fees must be submitted with the Iowa Certificate of Organization in order to be accepted.

How To File By Mail

Step 1 – Download the MS Word Template form by selecting the link labled “Download Template.” This is a word file where you may enter the information required using MS Word or a compatible word processing program. If you wish to include additional Articles or Provisions you may add them directly to the form.

Step 2 – In Article I, report the Full Name of the Limited Liability Company being formed by these articles. This Name must be unique and contain an appropriate business suffix (such as “Limited Liability Company” or a generally acceptable abbreviation). Below this, list the Address of the Limited Liability Company’s Principal Address.

Step 3 – In Article II, list the Full Name of the Iowa Registered Agent obtained by the Limited Liability Company on the first blank line available. Then report the Address where the Iowa Registered Agent is located (physically) on the blank lines in Article IIb. If the Registered Agent has a separate mailing address you may report this in Article IIc, but this is optional.

Step 4 – In Article III place an “X” on the first blank space if the Limited Liability Company will be managed by Members. If the Limited Liability Company will be managed by “Managers” then place an “X” on the second blank line.

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Step 5 – In Article IV, report the Purpose of the Limited Liability Company.

Step 6 – In Article Va, define whether the Limited Liability Company intends to operate at-will or if it will operate until a specific time. If the Limited Liability Company plans to operate with no intention of dissolving then place an “X” on the first blank line (labeled “Perpetual”). If the Limited Liability Company will only operate for a certain time period then enter the Number of Years and Months the Limited Liability Company will operate for on the second blank line.

Step 7 – In Article Vb, you will need to define when these articles will go into effect. If you wish the Effect of this document to occur upon a successful filing then place an “X” on the blank line just before the words “on the Filing Date.” If you wish these articles to go in Effect on a certain day, then place an “X” on the blank line before the words “will be delayed until” and report the Date of Effect on the space provided. This should be within ninety days of the Filing Date.

Step 8 – Just below the area below the paragraph beginning with “In Witness Whereof…,” each Organizer must Print his or her Name then provide his or her Signature and the Date of Signing on the appropriately labeled blank lines.

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Step 9 – Your filing must be submitted with a full payment of the $50.00 Filing Fee. This may be in the form of a check made payable to “Secretary of State.” If you have a prepaid account with the Iowa Secretary of State then you must submit ac completed Charge Tranaction Form. You may submit the articles by mail or electronically. If you file, electronically you may only use a credit card or a prepaid account to pay the Filing Fee.

To File Electronically

https://sos.iowa.gov/file/origination/index.aspx

To File By Mail

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319

Step 10 – A Biennial Report must be filedwith the Iowa Secretary of State every two years on odd numbered years. To find out more information regarding this requirement visit: https://sos.iowa.gov/file/br/login.aspx