In Iowa, How to Form a Series LLC

 

A series LLC in Iowa is a form of LLC that offers its owners and members unique liability and tax advantages. The series LLC is made up of a master LLC and one or more sub-series that branch out of it.

It is not difficult to establish your own Series LLC in Iowa. It’s easy with our step-by-step instructions!

Identify Your Series LLC
Select a Registered Agent and submit the Certificate of Organization.
Make an Operating Agreement for a Series LLC.
Get an EIN.

An illustration of how a series L L C permits its members to split a “parent” L L C’s assets and activities into a number of “child” series.

Step 1: Create a company name for your Iowa Series LLC.

You should know the answers to the following questions before naming your series LLC:

What are the rules for naming an LLC series?
What are the standard name guidelines for a series LLC?
Is my company name accessible in Iowa?
Is my company name accessible as a URL, and if yes, how can I get it?

1. Series LLC name regulations differ per state. When name your series LLC in Iowa, you are just obliged to follow typical LLC naming regulations.

Follow the following Iowa LLC Naming Rules:

The word “limited liability corporation” or one of its acronyms must be in your name (LLC or L.L.C.).
Your LLC’s name cannot include terms that may be confused with a government organization.
Restricted terms (e.g., bank, attorney, university) may need extra documentation and the participation of a licensed professional, such as a doctor or lawyer, in your LLC.

2. Consider the following basic guidelines for making the titles of your series more identifiable, unified, and clear:

Include the phrase “protected series” in the name of each organization.
The parent LLC should be named in a manner that differentiates it from the kid series.
Include the parent LLC’s entire name in the name of each kid series.
The name of the asset should be included in the name of the kid series. This gives the public and creditors a better view of the assets.

3. Does your company name exist in Iowa? Do a name search on the State of Iowa website to ensure that the name you choose isn’t already used.

Is your company’s name accessible as a URL? We propose that you investigate if your company’s name is accessible as a web domain. Even if you don’t intend to create a company website right away, you may wish to purchase the URL to prevent others from doing so.

Step 2: Select a Registered Agent for Iowa Series LLC.

You must choose a Registered Agent for your Iowa series LLC. The parent LLC’s Registered Agent must be the same for each child series.

What exactly is a Registered Agent? A registered agent is a person or corporation that agrees to deliver and receive legal documents on your series LLC’s behalf. Service of process of legal action (if you are sued) and state filings are examples of such paperwork.

Who is eligible to be a Registered Agent? A registered agent must be an Iowa citizen or a company allowed to do business in Iowa. You may choose someone from your organization, even yourself.

Step 3: Submit the Organizational Certificate.

You must submit the Certificate of Organization with the State of Iowa to register your series LLC. This is something that can be done online.

When submitting your Iowa Certificate of Organization, we suggest speaking with your attorney. The Certificate of Organization form in Iowa does not include any text concerning the series LLC. An addendum outlining your Iowa series LLC is recommended by experts.

The certificate of incorporation form costs $50 to file.

Step 4: Drafting an Operating Agreement for a Series LLC

When forming a series LLC in Iowa, an operating agreement is necessary. The operating agreement is not required to be registered with the state.

What exactly is an operating agreement? An operating agreement is a legal document that outlines an LLC’s ownership and running processes.

Why are operating agreements necessary? The operating agreement for a series LLC is crucial since it sets the liability restrictions (asset protection) of the individual series. A court may not sustain the protection between the series if there is no precise definition of liability restrictions.

Step 5: Get an EIN

What exactly is an EIN? A corporate entity is identified by its Employer Identification Number (EIN) or Federal Tax Identification Number. Each of your series LLC’s offspring series will need an EIN.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm
In terms of federal and state taxation
To recruit workers for the firm

How can I get an EIN for my LLC series? The IRS does not have precise procedures for obtaining an EIN for a series LLC’s child series. For each subsequent EIN, experts recommend utilizing the name of your series LLC coupled with the name of the child series.

Where can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.