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The Iowa LLC operating agreement is a recommended legal document for all LLC formations in Iowa. The agreement is used to organize business operations in a way that sets clear expectations for members, guidelines for operations, and individual rights. Voting rights, initial contributions, and profit share are often included in an Iowa LLC operating agreement.

From IA §489.102 (2019):

15. “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated.

Iowa Operating Agreement Law

Per §489.110 of the Iowa Revised Uniform Limited Liability Company Act:

The members of a limited liability company may adopt an operating agreement for the company and may amend and repeal the agreement. The articles of organization may restrict or eliminate the power of the members to adopt, amend, or repeal an operating agreement.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”.
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.

Forming an LLC in Iowa

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

New or existing LLC formations looking to do business in Iowa are required to choose a unique registered name that will be used to file articles of formation.

This name must include one of:

  • LLC
  • L.L.C.
  • Limited Liability Company

It may NOT include “corp”, “inc”, or other designators. Government titles and acronyms are also banned from use.

Licensed practitioners may use their professional title as part of their LLC name, but additional verification may be required. The practitioner should also be a member of the LLC to use the title.

To conduct the name search, use the Iowa Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

A registered agent accepts legal documentation on behalf of an Iowa LLC. The state requires an agent be appointed before articles of organization are filed.

The agent may be an individual or registered agent service.

If electing an individual, the individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Iowa

If using a registered agent service, the agent must be authorized to do business in Iowa.

Step 3: File Your Formation Articles

Domestic formations (new in-state LLCs) must complete Articles of Organization to register their LLC, which may be completed online, by mail, or by fax.

Iowa does not offer a domestic Articles of Organization form itself, which means that your articles must be created on your own. Fortunately, the state provides guidelines for doing so.

Online Filing (Domestic):

  • $50 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $50 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Draft a form, fill out the form online or after printing, and mail to:

Secretary of State
Business Services Division
Lucas Building, 1st Floor
321 E. 12th Street
Des Moines, IA 50319

Fax Filing (Domestic):

  • $50 filing fee
  • Turnaround time: 3-5 business days
  • Draft a form, fill out the form online or after printing, and fax to:

(515) 242-5953

Foreign LLCs expanding to Iowa must complete a Certificate of Authority, and file a Certificate of Existence from the original formation of the business.

Online Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

Secretary of State
Business Services Division
Lucas Building, 1st Floor
321 E. 12th Street
Des Moines, IA 50319

Fax Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 3-5 business days
  • Fill out the form, online or after printing and fax to:

(515) 242-5953

Step 4: Draft an Iowa Operating Agreement

While not required, it is highly recommended that all LLCs create an operating agreement for their business. This legal documentation can be used to organize the company, outlining rights and responsibilities for members and providing a framework for operations. It can also be used to settle disputes between individuals within the LLC, such as disputes over responsibilities or buyout options.

The document also affords individuals that are part of the LLC protection from financial liability in the case of the business being sued by separating the company and individual assets.

The agreement doesn’t need to be filed with the state, but each member should keep a signed copy, with a copy being kept with the original filing documents as well.