Have you decided to stop transacting business with your Iowa limited liability company? The state of Iowa legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Iowa.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Iowa is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Iowa.
How to Dissolve a Domestic Iowa LLC
There is not an official dissolution form in Iowa. If you wish to dissolve your domestic LLC, you will need to write a statement of dissolution and send it to the Secretary of State, Business Services Division. This statement will just need to state the name of your business and that it is dissolved. Once this step is completed, you will need to submit a statement of termination, which must include the name of your business and affirmation that your business is terminated.
Once you have written your statement of dissolution, you will also need to write a check for $5 made payable to the “Secretary of State.” You can then mail the statement and the check to the following address:
Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319
When filing by mail, the dissolution process generally takes 2-3 business days. However, if you choose to file in person, your dissolution can be processed while you wait.
Once this has been processed, you can follow the same procedure for the statement of termination. It will also require payment of $5, and must also be sent to the Secretary of State’s office.
How to Dissolve a Foreign LLC in Iowa
Do you need to dissolve a limited liability company based outside of Iowa, but qualified to transact business within this state?
The process for dissolving a foreign LLC in Iowa is the same as the process for dissolving a domestic one. You will need to submit a statement of dissolution to the Secretary of State, providing the name of your business and a statement affirming its dissolution. Then, you will need to submit a statement of termination to finalize the process.
In addition to the statement of dissolution and statement of termination, you will also need to submit two checks for $5 made payable to the “Secretary of State.” These statements and checks can also be sent to the same address:
Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319
It is important to note that the statement of dissolution must be processed before you submit the statement of termination. Once the statement of termination has been filed by the Secretary of State, the dissolution process is completed.
What Else Do I Need to Know About LLC Dissolutions in Iowa?
When you voluntarily dissolve your business by filing a statement of dissolution, you still retain the rights to your business name. However, once you file the statement of termination, the name is no longer yours, and anyone else can claim your business name.
There are certain circumstances that can lead to an involuntary dissolution, also known as an administrative dissolution. If your business fails to file its biennial report and the corresponding fee within 60 days of the due date, the Secretary of State will send notice. When this notice is sent, you have an additional 60 days to submit the biennial report and fee before the state can administratively dissolve your business.
In the event of an administrative dissolution, your business name remains protected for up to 5 years. If you reinstate your business within that period, you can continue using your old name without any issues. An administratively dissolved business can file the Application for Reinstatement at any time, as long as all reports and fees have been paid.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Dissolving a foreign LLC requires the exact same process as a domestic LLC in the state of Iowa.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Iowa LLC!