Iowa Limited Liability Company Certificate of Organization

Last Updated: December 29, 2022.

About this Form

A certificate of organization form, sometimes referred to as the articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within Iowa. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Iowa. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Iowa accepts the filing of a certificate of organization form via postal mail, in-person delivery, or electronically via the Iowa Secretary of State's Office Fast Track Filing system, the state’s official portal for forming an entity.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Iowa Code § 489.108. The name of the LLC must contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online the USPTO's trademark database.

One may determine the availability of a proposed business name for use within the state by querying Iowa's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Iowa imposes a fee of $50 for the filing of a certificate of organization form.

Statutory Authority & Requirements

The statutory authority for an LLC within Iowa is the Revised Uniform Limited Liability Company Act (Iowa Code § 489.101 et seq).

The statutory requirements for a valid articles of organization filing are codified in Iowa Code § 489.201. The text of the statute reads as follows:

§ 489.201.  Formation of limited liability company — certificate of organization.

1. One or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing a certificate of organization.
2. A certificate of organization must state all of the following:
a. The name of the limited liability company, which must comply with section 489.108.
b. The street address of the initial registered office and the name of the initial registered agent for service of process on the company.
3. Subject to section 489.112, subsection 3, a certificate of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in a certificate of organization is not effective as a statement of authority.
4. A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to section 489.205, subsection 3. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the certificate.
5. Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.