Legal Question in Business Law in Iowa

LLC Formation

I am a disabled entrepreneur looking for some help in forming my new venture. I feel I am completely competent to draw up the paper work required to form the LLC. My question is 1.) I realize that the state of Iowa does not require the filing of an operating agreement in order to form an LLC. I also realize however that the operating agreement is much like a corporations bylaws and thus is the carries ''protection of personal liability''. So even being a single member LLC, wouldn't behoove me to file the operating agreement at the time of formation? On the Iowa secretary of state website under LLC Fees there is a fee for other documents but not a fee specifically for operating agreements. Should I file this as an ''other document'' and enclose the fee? 2.) Is there an attorney or paralegal here who would be willing to review my ''Articles Of Organization'' and ''Operating Agreement'' to make sure they are ready for submission to the secretary of state office for formation? I am starting this business on a shoe-string budget so I can offer about $75 to perform this duty.


Asked on 7/25/06, 10:52 am

1 Answer from Attorneys
Robert Luedeman solo practitioner

Re: LLC Formation

Having a paralegal review your documents is the unauthorised practice of law so I would not recommend that. Since there is no requirement to file your operating agreement I wouldn't bother, just make sure it's signed and the original is in a safe place like a safe deposit box. That and obtaining an EIN from the IRS and you should be good to go. Do not omit this step, even if you have no employees and do not plan on having them in the future.

There's very little that is required in the code as far as the articles of incorporation are concerned, and they can fit on one piece of paper.

If it is a fairly simple entity this should be easy. However, if you are going to do some special purpose projects, try and bring in investors, issue shares, or borrow money it gets real complicated real fast. Likewise if you are going to have other people involved in your business.

If you'd like, I can review your documents for form and compliance with the code. I suggest that as a single person LLC you make your articles of incorporation and operating agreement as simple as possible. Delaware has a free sample operating agreement you can download from the state website, and I have used in on several occasions with suitable modifications.

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Answered on 7/25/06, 11:13 am


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