Iowa LLC Operating Agreement Template [PDF]

The Iowa limited liability company (LLC) operating agreement is a legal document that provides the rules on how the business is going to be managed and records the ownership of each partner of the LLC.

The LLC operating agreement, or business operating agreement, outlines the contribution of each member and their share in the company’s interests. Moreover, for companies where the members decide to manage the company personally, it also outlines their managerial rights and duties.

Is an Operating Agreement Required in Iowa?

No, the operating agreement is not a required document in Iowa. However, when establishing an LLC in Iowa, many parties choose to draft the operating agreement and define how the company will operate.

4 Main Types of Operating Agreements

In Iowa, there are four main types of operating agreements used for LLCs:

Types of Operating Agreements

Single-member LLC operating agreement: Used in situations where there is only one member establishing an LLC. It has a relatively simple form since it only includes provisions regarding the operation of the company without regulating the relationships between the members.
Multi-member LLC operating agreement: Used when forming an LLC with two or more members. It includes provisions on how the company will be operated and outlines the rights and duties of each member of the company.
Member-managed LLC operating agreement: Used in situations where members decide to manage the company personally. In that case, the document also includes details about each member’s managerial rights and duties.
Manager-managed LLC operating agreement: Here, the members who want to delegate the management of the company to the professional managers create this type of document to determine the manager’s rights and responsibilities.

Laws and Legal Requirements for LLC Operating Agreements in Iowa

Chapter 489 of the Iowa Code, called the Revised Uniform Limited Liability Company Act, is the act that regulates the status of an LLC in Iowa.

Moreover, there are a few sections of this act that regulate the status of the operating agreement in Iowa:

Laws and Legal Requirements

§ 489.110: Regulates the scope, function, and limitations of the operating agreement
§ 489.111: Effect on limited liability company and persons becoming members
§ 489.112: Effect on third parties and their relationship on behalf of limited liability company

How to Form a Limited Liability Company (LLC) in Iowa

The easiest way to form a limited liability company in Iowa is by following the steps below:

How to Form a LLC in Iowa

#1. Choose a Business Name For Your LLC

Before filing your application to register an LLC in Iowa, you should choose a business name. It must be a name distinguishable from other names registered by the Iowa Secretary of State.

To check if your business name is distinguishable, you should do a business entity search.

#2. Choose the Type of LLC

In Iowa, there are two main types of LLCs you can register:

Domestic LLC: if the company is established in Iowa.
Foreign LLC: if the company is established outside Iowa but you want to register it in Iowa.

#3. Nominate an Agent

At this stage, you should choose a statutory agent who will be responsible for receiving documents and notifications on behalf of your LLC. The agent can be an individual with a registered address in Iowa or an entity authorized to operate in Iowa.

Moreover, you should find someone trustworthy since they will be your official point of contact with third parties.

#4. File the Registration Documents

For domestic LLCs, you should draft the registration documents according to § 489.201 of the Revised Uniform Limited Liability Company Act.

For foreign LLCs, you should download and complete the Certificate of Authority. Moreover, for foreign LLCs, you should submit the Certificate of Existence issued in the jurisdiction of the initial registration of the LLC no later than 90 days from the moment of filing the Certificate of Authority.

#5. Pay the Required Fee

The application fee you are going to pay depends on the type of LLC you have chosen to register. For the domestic LLC, the fee is $50, and for the foreign LLC, it is $100.

#6. Create your LLC Operating Agreement

Although Iowa state law doesn’t require it, you should still consider making an operating agreement and optimizing the operation of your business.

#7. Apply For an Employer Identification Number (EIN)

Finally, you should obtain an EIN, since this document is crucial if you want to complete certain transactions with your LLC. You can obtain it online or by completing the SS-4 form.