Iowa LLC Operating Agreement + Free Template

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: February 13, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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Drafting an Iowa LLC operating agreement can be a pivotal step in shaping your business's future. In Iowa, where state-specific nuances are crucial, this agreement becomes an indispensable tool for navigating the complexities of business ownership.

To help you figure out how to write an operating agreement, we solicited legal advice from our licensed business lawyers with over fifteen years of experience.

We spent five weeks reviewing the different types of operating agreements and their requirements and components.

Here's everything you should include in your Iowa LLC operating agreement.

You might also consider an experienced Iowa LLC service for legal help in drafting an operating agreement that covers all necessary clauses.

Quick Summary

  • In Iowa, having an LLC operating agreement is not mandatory, but it is highly recommended for its numerous benefits.
  • An Iowa LLC operating agreement is a legal document outlining the LLC's operational procedures and governance, offering benefits like legitimizing the business, protecting personal assets, and providing clarity in management and profit distribution.
  • As stated in the U.S. Small Business Administration, in 2018, Iowa banks issued 38,773 small business loans under $100,000, emphasizing the importance of formal agreements like the LLC operating agreement in financial and investment activities.
  • In a dispute involving an LLC formed by family members for property acquisition near the University of Iowa, the operating agreement was key to judicial dissolution, underscoring its conflict-resolving importance. From my perspective, it is fundamentally vital.


Iowa Operating Agreement Free Template

Iowa LLC operating agreement signature

Disclaimer: Please note that this template is provided solely for informational purposes. We strongly recommend consulting with a legal expert prior to its use, as we do not take responsibility for its relevance or accuracy.

We encourage you to read our article detailing the fundamental distinctions between member-managed and manager-managed LLCs before you proceed with downloading our template.

What Is an Iowa LLC Operating Agreement?

Writing an Iowa operating agreement

An Iowa LLC operating agreement is a legal document that spells out an LLC's rules of operation as established by the company's owners.

The fundamental components of an LLC, including LLC ownership, voting rights, profit distributions, management, member change processes, and record-keeping, are described in a customized operating agreement [1].

Iowa does not need an LLC operating agreement filing, but if your legal entity does not have one, it will be governed by the state's general laws.

According to 2023 Small Business Administration  data, in Iowa, small businesses represent a staggering 99.2% of all business entities, totaling 272,465 establishments across the state [2].

Writing Operating Agreement Do's and Don'ts

Do's:

  1. Customize to Your Business Needs: Ensure that the operating agreement is tailored to the specific needs and structure of your LLC. Avoid using generic templates without making the necessary adjustments.
  2. Plan for Dispute Resolution: Establish a method for resolving internal disputes, whether through mediation, arbitration, or a specific decision-making process.
  3. Review and Update Regularly: As your business evolves, so should your operating agreement. Regularly review and update it to reflect current operations and member agreements.
  4. Seek Legal Advice: Consult with a legal professional to ensure that your operating agreement complies with state laws and effectively covers all necessary aspects of your LLC’s operation.

Don'ts:

  1. Don't Use Vague Language: Avoid ambiguous terms and unclear language that could lead to misunderstandings or legal disputes.
  2. Don't Ignore State-Specific Requirements: Each state has its own regulations regarding LLCs. Ensure your operating agreement complies with your state’s specific legal requirements.
  3. Don't Overlook Exit Strategies: Failing to include clear exit strategies and buyout provisions can lead to complications if a member wants to leave the LLC.
  4. Don't Rush the Process: Take the time to thoroughly discuss and draft the operating agreement. Rushing through this process can lead to oversights and future conflicts.

What Should Be Covered in My Operating Agreement?

Writing and specifying the LLC management structure

Your operating agreement should comprehensively outline the LLC's management structure, ownership details, voting rights, profit distribution methods, and management approach.

Here is a detailed checklist of those elements.

1. LLC Name

The name you select for your LLC acts as its primary identification. It's important to ensure it's unique to distinguish it from other entities, and it typically needs to include a term indicating its LLC status, such as "LLC" or "Limited Liability Company."

You will use this name in all legal documents, contracts, and any material that represents your business to the public.

2. Ownership Details

This section should include a breakdown of the ownership percentages owned by the various LLC members and their responsibilities.

This section of the legal document contains a record of the initial contribution made by the lone member of a single-member entity or by each member of a multi-member LLC.

You should include the expectations of each member and how they'll be handling the day-to-day company operations.

Outline how the members will be responsible for attending routine meetings to review important company documents or vote on big decisions.

3. Voting Rights and Decision-Making Powers

Voting within an LLC plays a key role in its decision-making process. Typically, the voting rights of members correlate with their percentage of ownership, although this can be adjusted to equal rights for all members in the operating agreement.

For most decisions, especially those concerning everyday operations, a simple majority vote is sufficient. However, for major decisions, such as mergers or changes to the operating agreement, a supermajority vote is usually required, as specified in the agreement.

4. Profit Distributions

Signature being written on terms

Profit distribution among members is governed by the terms you set in the operating agreements.

While some LLCs distribute income equally, others do so based on membership and ownership percentages.

Conflicts over profit sharing arise; thus, the operating agreement must be unambiguous.

You should indicate when earnings will be allocated; it can be mid-year or after the fiscal year.

5. Management

The next step is to specify whether your multi-member LLC is manager-managed or member-managed.

A manager(s) is chosen or hired by the members of a manager-managed LLC model to oversee day-to-day business operations.

The manager can be an existing Iowa LLC member or a third-party professional manager from outside the entity.

This approach could be preferable for bigger LLCs with several members who cannot participate in day-to-day activities.

"Your operating agreement should distinctly outline the company's management framework, detailing the roles, duties, authorities, and limitations of the manager."
Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

6. Record-Keeping

Setting the terms for disintegration

The operating agreement of an LLC outlines the guidelines for maintaining various records, such as financial documents, member information, and minutes from meetings.

This agreement should detail the types of records to be kept, where they are stored, and the length of time they should be retained. It is important that members are granted access to these records and that there are clear procedures for their inspection.

Additionally, the agreement should emphasize the importance of secure digital storage for these records. Conducting an annual review of these records is also advised.

7. Member Change Process

As your LLC expands and new members join, specify joining requirements in the operating agreement, like unanimous approval by existing members or a mandatory capital contribution.

Additionally, plan for members exiting the LLC, detailing how their ownership is redistributed or if they can sell their share to a third-party shareholder.

8. Meeting Requirements

Writing signature on personal liability document

A meeting schedule should be included in an operating agreement so management and members can review the most recent business developments.

Include a provision for meetings in the operating agreement to make them mandatory.

This is especially helpful for manager-managed LLCs since it motivates members who would not typically be involved in day-to-day operations to stay committed.

9. Operational Rules and Regulations

In an Iowa LLC operating agreement, operational rules and regulations should clearly define member roles, guidelines for financial management, and conflict resolution.

The agreement should also outline specific compliance requirements with Iowa state laws, ensuring the LLC operates within legal boundaries and maintains good standing with state regulations.

Additionally, the Iowa LLC operating agreement should encompass policies for decision-making processes and amendments to the agreement itself. This comprehensive approach ensures the smooth and lawful operations of the LLC in Iowa.

Do I really need an LLC operating agreement in Iowa?

Writing for an LLC document

No, it's not mandatory, but there are various advantages to consider, such as adding authenticity to your LLC, reinforcing limited liability, and avoiding the default state rules.

Here are the benefits of an Iowa LLC operating agreement:

  • Helps Shield You From Personal Liability: An LLC operating agreement is essential for a single-member limited liability company, as it legitimizes the business as a separate legal entity and establishes your membership. This distinction is crucial for protecting personal assets, especially in legal matters like lawsuits, where the agreement differentiates your personal involvement from the company's liabilities.
  • Protection From State Meddling: Iowa state law will immediately take effect if you don't draft an operating agreement laying out how your LLC should be run. If a member decides to leave a multi-member LLC and sell their stake, state legislation allows selling to anyone, but your operating agreement can specify that their share must be distributed among the remaining members.
  • Adds Authenticity To Your LLC: A formal operating agreement lends authority and professionalism to your company's profile. Aside from the reputational benefits, this document demonstrates to outside parties that you are systematically conducting business. For instance, banks will request an operating agreement if you want to create an  LLC bank account, and private investors will request to examine one before funding your company. Highlighting the significance of such agreements, it's noteworthy that in 2018, under the Community Reinvestment Act, Iowa banks facilitated 38,773 small business loans under $100,000 [3].

Related Articles:

FAQs

Do I File an Operating Agreement With the Iowa Secretary of State?

No, you do not file an operating agreement with the Iowa Secretary of State because it's an internal document kept by all the members.

Can I Write My Own Operating Agreement in Iowa?

Yes, you can write your own operating agreement in Iowa if you understand the requirements and the writing procedure. Alternatively, you can retain a lawyer to write it for you and pay a filing fee or use an authentic service's free operating agreement template.

References

  1. https://www.legis.iowa.gov/docs/code/489.110.pdf
  2. https://advocacy.sba.gov/wp-content/uploads/2023/11/State-Profiles-2023.pdf
  3. https://advocacy.sba.gov/wp-content/uploads/2020/06/2020-Small-Business-Economic-Profile-IA.pdf

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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