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| Be Unique: | Use A Legal Designator: | Stay Honest: |
|---|---|---|
Your name must be distinguishable from every other business entity registered with the Iowa Secretary of State. Names that are the same as or easily confused with existing entities will not be approved. | Your name must include "Limited Liability Company," "Limited Company," "LLC," or "L.L.C." Terms implying a corporation or other entity type are not permitted for an LLC. | Your name cannot imply services your LLC does not provide, suggest government affiliation, or include restricted professional terms without the required license or approval. |

General Business Information | It states your LLC's official name as registered with the Iowa Secretary of State, your principal business address, and whether the LLC has a perpetual or fixed duration. |
Management Structure | The section defines whether the LLC is member-managed or manager-managed, and specifies who holds signing authority for contracts and major financial commitments. |
Tax Designation | Formally states how the IRS will treat your LLC. For Iowa LLCs, this section should note how members report their share of pass-through income at Iowa's flat 3.8% rate, and include a process for voting on any future federal or state tax election changes. |
Member Information & Ownership | Lists every member's name, address, ownership percentage, and initial capital contribution. Since Iowa's Certificate of Organization does not require member names at formation, this section is the definitive internal ownership document for your LLC. |
Decision Making & Voting | Sets the voting threshold for major business decisions and states whether a simple majority (51%) or a unanimous vote (100%) is required for actions like taking on significant debt, changing the management structure, or admitting a new member. |
Membership Changes (Buy-Sell) | Outlines what happens when a member wants to leave, sell their interest, or pass away. This section protects business continuity during ownership transitions and prevents disputes from escalating. |
LLC Dissolution | This section provides a clear process for winding down the business, settling debts with creditors, distributing remaining assets to members, and filing Articles of Dissolution with the Iowa Secretary of State through Fast Track Filing. |