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Iowa Multi-Member LLC Operating Agreement Form

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The Iowa multi-member LLC operating agreement is a legal document that provides owners/members the ability to set forth their procedures, policies, and member relations, that must be agreed upon by all members and will be recognized by the managing members once the document has been implemented. Amendments may be made among members if needed.

The state of Iowa does not require that any business implement this document to do business inside the state, however, failure to make the document available may make the personal and financial assets of a company’s members vulnerable, should the company become bankrupt, experience litigation or business failure. As well, without the document, the business would be excluded from receiving the tax benefits that they would otherwise, currently, be entitled to.

All company members are advised to carefully review the entire document to ensure that all members are clear with the legalese of the document. If the member(s) are uncertain of the language of the document, they may elect to consult with an attorney.

Member signatures are required, while in the presence of a Notary Public in order for the document to become effective.

How to Write

Step 1 – Download the form – Provide the name of the company at the top of the document

Step 2 – The Agreement –Provide:

  • The date the document would become effective, in mm/dd/yyyy format
  • The names of the members

Step 3 – The Company – Members must review the following titles. Enter all required information, as follows:

Formation –

  • Submit an effective date in which the entity shall be formed, in mm/dd/yyyy format
  • Enter the company’s name
  • Provide company name under which business shall be conducted

Name –

  • Enter the company name that shall be used to conduct the principal business
  • Purpose – Review the statement

Office –

  • Supply the physical address where the company will maintain the principal of portion of the business

Registered Agent –

  • Submit the full name of the agent that has been initially registered on behalf of the company
  • Provide the registered office address

Term –

  • Submit the date of commencement, in mm/dd/yyyy format

Review the following:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections – Members must review the following sections and subsections:

  • Capital Contributions (subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions (subsections 3.1 through 3.3)
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 (and subsections 5.1.1 through 5.3)
  • Salaries, Reimbursement, and Payment of Expenses (read subsections 6.1 through 6.3)
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking (review subsections 7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 (review subsections 8.2.1 through 8.2.5) – also, 8.4 (read subsection 8.4.1) and 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1 (and subsections 9.1.1 through 9.1.4), also 9.2 (and subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Members must read all of the information stated under each of the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Required Documents, Member’s Signatures, Notarization(s) – This document requires notarization, therefore, members must only apply signatures in the presence of a Notary Public:

  • Print or type member’s names
  • Members must apply signatures

Listing of Members – Schedule 1 –

  • Apply the name of the company in the first line of the document
  • Submit a date that the list is being created, in dd/m/yy format
  • Provide member’s names
  • Submit the complete addresses for each member
  • Type or print members names
  • Members must enter signatures

Listing of Capital Contributions -Schedule 2 –

  • Enter the name of the company into the line at the top of the page
  • Supply the members names in the lines provided
  • Apply each member’s contribution ($100.00 minimum is required. No obligation to offer future contribution required)
  • Enter member’s percentage of interest
  • Enter the date of member’s signatures in agreement, in dd/m/yy format
  • Type or print members names
  • Members must submit signatures

Listing of Valuation of Members Interest – Schedule 3 –

  • Provide the name of the company at the top of the page
  • Enter members names
  • Submit the amount of the Valuation Endorsement
  • Submit the date of the application of member’s signatures, in dd/m/yy format
  • Type or print member’s names
  • Members must enter all signatures

Step 7 – Notarization –

  • As all of the members’ signatures have been applied witnessed and recorded by the notary public, the notary will then complete the acknowledgment. The notary must submit their signature and affix the notary seal. This process acknowledges members signatures in agreement with the document.

After the document has been completed and acknowledged, copies of the document must be provided to all respective members for their record keeping.


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