“The Way to Get Started is to Quit Talking and Begin Doing” – Walt Disney
Whether you are looking to start an Iowa corporation (“Inc.”), an Iowa limited liability company (“L.L.C.”), or an Iowa limited liability partnership (“L.L.P.”), starting on the right foot and complying with Iowa’s legal requirements is a good first step. Not surprisingly, complying with Iowa’s legal requirements can not only help reduce future legal disputes, but it can also trigger several corporate liability protections. This short post addresses two Iowa legal requirements that should be addressed when starting a new Iowa limited liability company (L.L.C).
What’s In a Name? Selecting a business name is a logical starting point for those seeking to form an Iowa business. Careful consideration should be given to your business name, not only for marketing and branding purposes, but also for important legal reasons. For instance, legal disputes can (and do) arise if the business name you choose is the same or too similar to the business name of another business or entity operating in your market. Such disputes frequently include unwanted consumer confusion in the marketplace (mistaking your good/service for that of another), which may lead to among other things, an infringement lawsuit against your new business. To reduce the likelihood of a future legal dispute related to your business’ name, you can begin by searching the Iowa secretary of state’s online business entity database (here) as well as the federal trademark office listings (here) to determine if someone has already claimed rights in the name. If your desired business name does not appear to be used by another business, you are one step closer to potentially securing the name for your business and you may want to consider “reserving” the name in Iowa, which can be done with this Iowa form (here). It is important to point out that as with so many areas of the law, even the most basic issue, such as choosing a name for an L.L.C., can be complicated by several legal requirements. Click here for an example of a few of Iowa’s many naming requirements. A licensed attorney in your jurisdiction that works with business owners and entrepreneurs can assist in navigating this legal terrain and help ensure that the name you choose will not create problems for you and your business down the road.
Iowa L.L.C. Creation After carefully navigating Iowa’s naming requirements and settling on your new business’ name, you may begin the legal process of formally creating a legal entity. In Iowa, you may act as an organizer to form a limited liability company by signing and delivering to Iowa’s secretary of state a “certificate of organization.” According to Iowa law, a certificate of organization must include at least the following information: (1) the name of the limited liability company; (2) the street address of the initial registered office; and (3) the name of the initial registered agent for service of process on the company. A limited liability company is formed in Iowa when Iowa’s secretary of state files your certificate of organization – unless your certificate states a delayed effective date should occur pursuant to certain Iowa law. As of November 2013, the filing fee for a certificate of organization is $50.
It may be hard to believe, but when it comes to L.L.C. creation in Iowa, that is it! Once your compliant certificate of organization is filed, your business entity is officially formed and legally recognized. Of course additional items must be considered, such as putting together a formal operating agreement, but in terms of creating a formal entity, that is it.
As with many matters in life and business, starting with a solid foundation – in this case a legal foundation – will help ensure your business is best positioned to avoid crumbling under the weight of many challenges, legal and otherwise, that new businesses often face. If you or someone you know is considering starting a business in Iowa, you should consider contacting a licensed attorney to ensure that all legal requirements, not just those identified above, are satisfied.
Innovative Litigation, L.L.C., as owner and host of this site, and Matthew McKinney as the author (acting on behalf of and through Innovative Litigation, L.L.C.) cannot and does not warrant the accuracy or reliability of the information presented on or through this site. The law can and does change over time and the information contained herein may not reflect the most recent laws – whether statutory law, administrative law, case law, constitutional law, or otherwise. The information on this website does not constitute legal advice and readers should not rely on it to solve problems or other matters. Further, you should seek licensed counsel in the appropriate legal jurisdiction before taking any action. Any information provided on this site is presented “As Is” for your personal curiosity and enjoyment. It is not meant to be relied upon for legal advice, counsel, or for any other purposes. Such information does not take the place of a lawyer. Rules and laws differ by jurisdiction and the information contained within this website may not apply in your jurisdiction. The appearance of articles, listings, or ads, by or for professionals, on this site, does not constitute an endorsement. In all cases, you are responsible for determining the quality of services, information, and/or advice provided by professionals through, or as a consequence of, your use of this site. Neither liability nor responsibility shall arise to any person or entity with respect to loss or damage caused (or alleged to be caused), directly or indirectly, by information posted on this website, or by reason of contact with a professional listed on, or posting information to, this site. No attorney-client relationship is formed by viewing this website and practice is limited to jurisdiction where lawyers are admitted. The information furnished on the website is only general and not a substitute for personalized legal advice. Legal advice cannot be given without full consideration of all relevant information relating to the individual(s) situation. Laws can change daily and new laws may, and likely will, affect the accuracy of the information herein. The information herein may be outdated and replaced by new law.
If you are seeking representation, please read the following notice before sending an e-mail:
Sending an e-mail will not make you a client. Until an agreement regarding representation is reached with you, anything you send will not be confidential or privileged. Before representation can occur, a lawyer will first take you through the conflict of interest procedure and see that you are put in touch with the lawyer best suited to handle your matter.
If you proceed with an e-mail, you confirm that you have read and understood this notice.