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Certificate of Organization Instructions
Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in Iowa.
Iowa LLC Costs:
Iowa state fee: $50
Biennial Report fee: $45 online or $60 by mail (paid every 2 years)
(check out Northwest vs LegalZoom)
In this lesson, we will walk you through filing your Certificate of Organization with the state. This is the document that officially forms your Iowa LLC.
The State of Iowa does not provide an official Certificate of Organization. Instead, they’ll accept any Certificate of Organization as long as it meets the statutory requirements of Chapter 489, Section 201.
We’ve provided a Certificate of Organization form below you can use that meets the Iowa statutory requirements.
After completing your Certificate of Organization, you can file it with the Iowa Secretary of State by mail, fax, or online.
The filing fee is $50 and the stated approval time is 7-14 business days for all three methods. However, this approval time fluctuates depending on the volume they are dealing with and how well staffed they are. In our experience forming Iowa LLCs, approval time is more like 3-4 weeks.
Note: The “LLC filing fee” (the fee to create an Iowa LLC) is the same thing as the “Certificate of Organization fee”. The Certificate of Organization is the document, that once approved by the Secretary of State’s office, creates your Iowa LLC.
You will find instructions for each method below. Just pick whichever filing option you are most comfortable with.
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
Complete your Certificate of Organization
Download the Certificate of Organization:
Note: you can print the form, fill out the fields with a black pen, then sign; or, if easier, you can type in the form on your computer, then print and sign. When printing, use white 8.5″ x 11″ paper.
On the first line (after “Certificate of Organization of”), enter your LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).
You can use a comma in your Iowa LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.
Article 1. LLC Name
Enter your LLC name again in the same manner as the above. If you’re completing the form on the computer (instead of by hand), the name should be automatically duplicated.
Article 2. Registered Agent and Registered Office
Enter the name of your Iowa Registered Agent (can be an individual or a company) and their street address. PO boxes are not allowed.
If your Registered Agent is an individual, they must be a resident of Iowa. If your Registered Agent is a company, they need to be authorized to do business in the state.
Note: if you’re not sure who can serve as your Iowa LLC’s Registered Agent, please refer to this lesson: Iowa Registered Agent.
Article 3. Principal Business Office Address
Enter your LLC’s principal office address (PO boxes are not allowed). This address can be a home address, an office address, or the address of your Registered Agent.
Article 4. Member-managed or Manager-managed
Check off the first box if your LLC is member-managed, or check off the second box if your LLC is manager-managed.
A member-managed LLC is when all of the owners (members) run the day-to-day business operations.
A manager-managed LLC is when one (or a few) designated people run the day-to-day business operations and the owners (members) take a passive/investor role.
Tip: Most LLCs are member-managed. If you’d like to learn more about member-managed LLCs vs. manager-managed LLCs, read this article.
Article 5. Duration
In this section, you’ll let the Iowa Secretary of State know about the duration of your LLC (how long it will remain in existence).
If you prefer for your LLC to be “open-ended” with no set closure date, leave this line blank.
If you prefer for your LLC to be automatically shut down on a specific date, enter that specific date on the line.
Tip: Most people form a perpetual LLC as this gives them the freedom to close their LLC at any time in the future (by filing dissolution paperwork).
Enter today’s date, sign above the signature line, and then print your name and title on the last line (ex: “John Doe, Member”).
Submit your Certificate of Organization to the State
You are now ready to submit your LLC’s Certificate of Organization to the Iowa Secretary of State. You can submit it by mail, fax, or online. In all 3 cases, the filing fee is $50 and the approval time is 3-4 weeks.
You will find instructions below for all 3 methods. Just pick whichever filing option you are most comfortable with.
Mail your Certificate of Organization
Prepare a check or money order for $50, made payable to “Secretary of State”.
Mail your completed Certificate of Organization along with your $50 filing fee to:
Secretary of State
Lucas Building, 1st Floor
321 E. 12th Street
Des Moines, IA 50319
Fax your Certificate of Organization
Download Iowa’s Credit Card Authorization Form: https://sos.iowa.gov/business/pdf/CCAUTH2.pdf
Check off the first box for ‘Corporate Documents’, then write “Corporate Filing, Certificate of Organization” on the first line. You can leave the ‘Other Requests’ box unchecked and the lines below ‘Other Requests’ blank.
Then enter your credit/debit card information, the billing address associated with the card, your phone number, and sign at the bottom.
Fax your completed Certificate of Organization and Credit Card Authorization Form to the Secretary of State’s secure fax line: 515-242-5953.
Submit your Certificate of Organization Online
Scan your signed and completed Certificate of Organization onto your computer.
Then go to the Business Entity Filings page: https://sos.iowa.gov/file/origination/index.aspx
Next to ‘File Type’, select “Certificate of Organization”.
Next to ‘Payment Type’, select “Pay by credit card”.
Under ‘Credit Card Payment Information’, enter your name, the billing address associated with the card, and your credit/debit card information.
Then enter your name to the right of ‘Filing Party’, and enter your address, phone, and email.
Next to ‘Upload PDF document’, click “Choose File”. Locate your completed and signed Certificate of Organization and select okay/upload.
Complete/check off the security recaptcha box. And then click the “Send” button at the bottom.
Iowa LLC Approval and Processing Time
Congratulations, your Iowa LLC has been filed for processing! Now you just need to wait for approval.
Regardless of whether you file an Iowa LLC by mail, fax or online, the state will process and approve your LLC in 7-14 business days. Because of the state’s “double verification process”, how slow they can sometimes be, and the fact that all Iowa LLC approvals are sent back by regular mail, we have seen approval times to be more like 3-4 weeks.
If you file an Iowa LLC by mail or fax, your approval documents will be mailed back (via USPS) to your Registered Agent’s address.
If you file an Iowa LLC online, your approval documents will be mailed back (via USPS) to the Filing Party’s address.
After your Iowa LLC is approved, you will receive a receipt, an Acknowledgment Letter, and a stamped and approved copy of your Certificate of Organization. Here is what your approval will look like:
Once you file your Iowa Certificate of Organization, and it’s approved by the state, you can then proceed to the next lesson: Iowa LLC Operating Agreement.
Iowa Secretary of State Contact Info
If you have any questions, you can contact the Iowa Secretary of State at 515-281-5204 or by email at [email protected].
Tip: Don’t call around lunch time. There are longer hold times.