Search results for: registered agent

There are no little things.

Corporations and limited liability companies in the State of Iowa are required to appoint a registered agent and office within Iowa to receive service of process. We are able serve as your business entity’s Iowa designee to accept official documents on your behalf such as original notices for lawsuits and communications from various Iowa state agencies. If your business is a corporation or LLC, we also provide services to file your biennial report with the Iowa Secretary of State office.

You may see other organizations and businesses on the Internet that provide registered agent services. Many of those organizations are unable to provide you with legal advice and may not fully understand the implications of Iowa law. Our law firm is located in the State of Iowa and we provide these registered agent services for companies and franchises in the State of Iowa.

You can also serve as your own registered agent if you are an Iowa resident, but we have found that individuals often do not understand the consequences of a failure to respond within the applicable deadlines set forth in lawsuits and other communications served. It is best practice to have an attorney serve as the registered agent so that a professional familiar with responding to lawsuits and other communications has the opportunity to review such documents immediately rather than waiting until the 11th hour or until it is too late.

It is a small investment to protect your business. Amazingly, the registered agent is one of the  “little things” often overlooked by business people. A small fee for a business can prevent a huge headache. The lack of attention to filings and other important communications can have disastrous consequences for a business or franchise including a default judgment where monetary damages are entered against your company without the opportunity to defend a lawsuit filed against you. Unfortunately, I have seen it too many times to count.

So if you need a registered agent in Iowa, we can help.

 

Iowa Registered Agent Services for Businesses:

Sullivan & Ward, P.C. provides Iowa registered agent services for your business. Corporations and limited liability companies are required to appoint a registered agent and office within Iowa to receive service of process. We serve as your business entity’s Iowa designee to accept official documents on your behalf such as original notices for lawsuits and communications from various Iowa state agencies. If your business is a corporation, our service also includes preparation of the biennial report filed with the Iowa Secretary of State office.

You may see other organizations and businesses on the Internet, in magazines or the newspapers that provide registered agent services. Many of those organizations are unable to provide you with legal advice and may not fully understand the implications of Iowa law. Our law firm is located in the State of Iowa and we provide these registered agent services only in the State of Iowa.

Click here to find out more about Sullivan & Ward’s registered agent services for businesses.

Business Top Shot - www.chromaluts.shop
Tyler Franta, Unsplash

Forming a Limited Liability Company (LLC) in Iowa can be a straightforward process if you know the right steps to take. An LLC offers many benefits, including liability protection and flexible tax options, making it an attractive option for small business owners and entrepreneurs. In this guide, we’ll walk you through the essential steps to successfully establish an LLC in the state of Iowa.

Step 1: Choose a Name for Your LLC

The first step in forming an LLC in Iowa is selecting a unique and distinguishable name for your business. Your chosen name must comply with Iowa’s naming requirements, which typically include including the words “Limited Liability Company,” “LLC,” or an abbreviation thereof. Additionally, you should ensure that your chosen name is not already in use by another business entity in Iowa.

Step 2: Appoint a Registered Agent

Every Iowa LLC is required to have a registered agent, who is responsible for receiving legal documents and official correspondence on behalf of the company. The registered agent must have a physical address in Iowa and be available during normal business hours to accept important mail and legal notices.

Step 3: File Articles of Organization

To officially register your LLC with the state of Iowa, you’ll need to file Articles of Organization with the Iowa Secretary of State. This document typically includes essential information about your LLC, such as its name, address, registered agent’s name and address, and the names of its members or managers.

Step 4: Create an Operating Agreement

While not required by law, it is highly recommended that you create an operating agreement for your Iowa LLC. This document outlines the ownership and management structure of the company, as well as its operating procedures and policies. Having an operating agreement in place can help prevent disputes among members and provide clarity on how the business will be run.

Step 5: Obtain an EIN and Business Licenses

Next, you’ll need to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). An EIN is a unique nine-digit number used for tax purposes and is required for opening bank accounts, hiring employees, and filing taxes. Additionally, depending on the nature of your business, you may need to obtain specific licenses or permits at the state or local level to operate legally in Iowa.

Step 6: File Biennial Reports and Pay Fees

Once your LLC is up and running, you’ll need to file a Biennial Report with the Iowa Secretary of State and pay the associated filing fee. This report typically includes updated information about your LLC, such as its address, registered agent, and member or manager names. Failure to file annual reports and pay fees on time can result in penalties and potentially the dissolution of your LLC.

Step 7: Comply with Ongoing Requirements

Finally, it’s essential to stay informed about any ongoing compliance requirements for your Iowa LLC. This may include filing taxes, maintaining accurate financial records, and renewing business licenses and permits as needed. Staying organized and proactive in fulfilling these obligations will help ensure the continued success and legality of your LLC.

Conclusion

Forming an LLC in Iowa can be a relatively straightforward process when you follow the necessary steps and requirements outlined above. By choosing a unique name, appointing a registered agent, filing the appropriate paperwork, and fulfilling ongoing obligations, you can establish a solid legal foundation for your business and enjoy the benefits of limited liability protection and flexibility in taxation. If you have any questions or need assistance along the way, don’t hesitate to consult with legal and financial professionals who can provide guidance tailored to your specific situation.

Shooting in my office
Tierra Mallorca, Unsplash

This is a question I get all the time. When managing multiple rental properties, one of the primary questions investors face is whether to establish a separate Limited Liability Company (LLC) for each property. While an LLC offers several advantages, the decision to create one for each property involves various considerations, such as the amount of equity in each property, the locations of the properties, associated costs, and whether the properties are in the same state. Here’s a closer look at each of these factors:

1. Equity in the Property

High Equity: If a property has significant equity, forming a separate LLC can safeguard that high equity property from other properties to reduce potential risk. Should a lawsuit arise with another property, having the property in a separate LLC can protect your the equity from being at risk.

Low Equity: For properties with low equity, the perceived need for having a separate LLC might be less. However, even with low equity, the property can still be subject to legal claims so grouping those low equity properties in a LLC is still preferable to holding the rental property in your personal name.

2. Property Location

Different Locations: When properties are in different states, forming separate LLCs might be prudent. This approach can help navigate varying state laws regarding real estate and liability. Each state has its own regulations and protections, and an LLC in one state may not offer the same benefits or recognition in another.

Same Location: If all properties are in the same state, a single LLC might suffice. However, this could increase liability, as legal issues with one property could potentially affect all properties under the same LLC.

3. Costs

Formation Costs: Establishing an LLC involves initial formation fees, which vary by state. For investors with multiple properties, creating separate LLCs for each property means multiple sets of fees.

Maintenance Costs: Beyond formation, maintaining an LLC includes annual fees, registered agent fees, and potential legal, accounting and insurance costs. These can add up quickly if multiple LLCs are involved.

4. State-Specific Considerations

State Laws: Each state may have different laws regarding LLCs and real estate. Understanding state-specific regulations is crucial. Always consult a business/real estate lawyer licensed to practice in that state.

Tax Implications: The tax implications of LLCs can vary by state. Some states impose higher taxes or fees on LLCs, which could influence the decision to form separate LLCs for each property.

Advantages of Separate LLCs

  1. Liability Protection: Each property is isolated from the others, reducing the risk of losing multiple properties in a single lawsuit.
  2. Simplified Accounting: Separate LLCs can simplify accounting and financial tracking, making it easier to manage income and expenses for each property.
  3. Clear Ownership Structure: For investors with partners, separate LLCs can provide a clear ownership structure for each property.

Disadvantages of Separate LLCs

  1. Increased Costs: Formation and maintenance costs multiply with each additional LLC.
  2. Administrative Burden: Managing multiple LLCs requires more administrative work, including separate bookkeeping, tax filings, and legal compliance.
  3. Complexity in Financing: Obtaining financing might be more complex, as lenders must deal with multiple LLCs which requires more paperwork, applications and loan approvals.

Conclusion

The decision to create a separate LLC for each rental property depends on your specific circumstances, including the equity in your properties, their locations, the associated costs, and the legal and tax implications in your state. Consulting with a business/real estate attorney and tax advisor can provide personalized advice based on your situation. Balancing liability protection with cost and administrative considerations is key to making an informed decision.

Ultimately, the right choice varies for each investor, and careful consideration of these factors will help you determine the best strategy for managing and protecting your rental property investments.

Attorney Rush Nigut of Brick Gentry P.C. has set up an affordable online service targeted directly for small business owners. He routinely counsels clients on legal issues relating to business formation including whether to form a limited liability company (LLC) or a corporation. Your choice of business entity is an important decision that will impact

…

One of the nice benefits of filing an LLC in Iowa is that the owners are not required to disclose the members in filings with the Iowa Secretary of State. In many instances when filing a Certificate of Organization, I won’t list the member(s) to provide anonymity to the member(s) on the public search site. Instead, I’ll sign as the organizer and use our law office address as the registered office for the company. In biennial report filings, I’ll sign as the registered agent or authorized representative.

This strategy is helpful when business owners don’t want others to know what their doing through public searches on the Secretary of State’s site. Today’s Des Moines Register BIZ BUZZ column had a report about a buyer that purchased a home in our area for $2.5 million. The owner obviously did not want others to know who purchased the home so they set up an LLC with only the lawyer disclosed as the organizer. This kept the information confidential – for now. Someone will likely found out when they move in since it’s a residential property. But I’ve represented several people who use this strategy to keep their identities protected from public searches. The member is disclosed in the operating agreement, meeting minutes and other documents but those documents are not filed or shared on the Iowa Secretary of State site.

Just another reason why forming an LLC in Iowa is beneficial for Iowa residents.

 

This blog post is first in a series of blog posts highlighting changes in the 2009 Iowa Limited Liability Company Act. The new law applies to all LLCs filed in Iowa after January 1, 2009. The new LLC law will apply to older LLCs beginning on January 1, 2011 unless otherwise agreed by the members.

Beginning January 1, 2009, you will no longer file Articles of Organization with the Secretary of State to start your Iowa limited liability company. Instead, you will now file a Certificate of Organization to begin the process. Unless there are changes with the Secretary of State, I do not anticipate the filing fee would change from the current fee of $50.00. (Amazingly, the Iowa Secretary of State’s Web site has no mention of the upcoming changes that I could see). 

The Certificate of Organization under the new Iowa LLC law will actually have less detail than Articles of Organization typically had in the past. The only information required for the Certificate of Organization are as follows:

  1. The name of the limited liability company;
  2. The street and mailing address of the registered office and the name of the registered agent.

That’s it. The organizer also won’t need to state the the LLC has a perpetual duration in the articles as the new law automatically provides that LLCs have a perpetual duration (just like corporations).

Now, that may seem simple enough to start but there are a number of issues with the new Iowa LLC law that could trap unsuspecting business owners. I will highlight some of those areas in upcoming posts. 

An excellent resource on the this topic is Ward on Iowa Limited Liability Company Law, written by Marc Ward of the Dickinson Law Firm. Marc has devoted an entire blog to the changes in the new Iowa LLC law. 

Attorney Rush Nigut of Brick Gentry P.C. has set up an affordable online service targeted directly for small business owners. He routinely counsels clients on legal issues relating to business formation including whether to form a limited liability company (LLC) or a corporation. Your choice of business entity is an important decision that will impact your business ownership, how your organization is taxed and transferred, and may affect your ability to raise capital.

Rush helps Iowa clients prepare the startup LLC documentation, including:

  • Certificate of Organization;
  • Operating Agreement;
  • Member minutes and resolutions;
  • Banking resolution;
  • Membership Certificates;
  • Obtaining Employer Identification Number (EIN).

Find out more on the blog post, How to Form an LLC in Iowa.

Rush also helps Iowa clients seeking to incorporate a business by preparing the following documentation:

  • Articles of Incorporation;
  • Bylaws;
  • Corporate minutes of shareholders and directors and resolutions;
  • Banking resolution;
  • Shareholder certificates;
  • Obtaining Employer Identification Number (EIN);
  • Preparing and filing S election for S corporations.

Find out more on the blog post, How to Incorporate Your Iowa Business.

You may find document filing organizations on the Internet, in magazines or the newspaper that offer certain services at somewhat lower rates. I encourage you to discover for yourself that my attorney Small Business Formation Package rates are actually very competitive with those offered by document filing companies. The BIG difference, however, is that document filing companies are unable to provide you with legal advice and may not fully understand the implications of Iowa law, particularly all the updates that occurred in Iowa with LLCs in 2009.  The Brick Gentry P.C. law firm is located in the State of Iowa and the firm provides these services only in the State of Iowa.

If you are forming a business in Iowa please contact Rush Nigut at 515-274-1450 or email rush.nigut@brickgentrylaw.com for more information concerning his Iowa Incorporation/LLC small business incorporation package.

ADDITIONAL CORPORATE SERVICES AVAILABLE THROUGH RUSH NIGUT & BRICK GENTRY, P.C.:

  • Registered Agent Services
  • Standard Corporate Compliance Documents (Annual Shareholder and Director Meeting Minutes)
  • Buy-Sell Agreements
  • Stockholder Agreements
  • Employment Agreements
  • Independent Contractor Agreements
  • Lease Reviews and Negotiation
  • Assistance with Intellectual Property Protection (Attorneys in our office draft and file patents and file trademarks and copyrights).
  • Other corporate forms for filing with Secretary of State
  • Franchise UFOC and Franchise Agreement Review Services
  • Outside general counsel services including flat fee monthly plans.

COST FOR IOWA LLC FORMATION & INCORPORATION SERVICES

We have a tiered approach for corporate documents depending on the complexity of the matter. Single member LLCs and single shareholder corporations start at $650.00, including the state filing fee.  Upon request, a schedule of the flat fee related to your startup will be provided.

Perhaps often overlooked, the Iowa Secretary of State Web site is an excellent resource for the Iowa start-up entrepreneur.  In the Iowa business services section of the site a business person can find information about a wide variety of topics including:

1.  A guide to the most commonly formed business organization options.  The guide has information on sole proprietorships, general partnerships, limited partnerships, limited liability partnerships, for profit corporations, nonprofit corporations, professional corporations and limited liability companies.

2.  A frequently asked questions section including information about domestic and foreign corporations in Iowa, registered agents and office, trademarks and service marks, trade names, and whether you should reserve a business name before forming your Iowa corporation.

3.  A section on the most common reasons documents are rejected by the office.

4.  A section on the tax aspects of an Iowa business which links to the Iowa Department of Revenue.

5.  A link to the Iowa business license information center.

And of course the disclaimer:  The information provided on the Iowa Secretary of State’s site is intended to give you a basic understanding of some of the various types of entity formation you may choose for your business or your organization. This information is not complete and is not a substitute for the advice of an Iowa business lawyer or any other professional advisor.

The information on the site was provided with the assistance of respected Drake University Law School Professor Matthew Dore.