Fill and Sign the Iowa Pllc Form

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY STATE OF IOWA Control Number: IA-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Selections from Statutes 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – IOWA Electronic Version Statutory Reference Iowa Code, Chapter 489: Limited Liability Companies (note §489.1105 ) https://www.legis.iowa.gov/law/statutory Forms List The following forms are available for download with this package.  IA-NAMERESV: Application for Reservation of Entity Name  IA-PLLC: Articles of Organization  IA-PLLC-TL: Sample Transmittal Letter  IA-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  IA-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form PLLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps of Formation Step 1: See FORM: IA-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a company name in order to assure that your Articles of Organization are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you.  The Application for Reservation of Name MUST be typewritten or printed legibly in black ink.  Check the blank beside "Iowa Limited Liability Companies Act."  Enter the name you want to reserve. (a) A Professional Limited Liability Company name must contain the words " Professional Limited Company " or the abbreviation "P.L.C." (Note the oddity that the word “Liability” is actually left out here.) (b) A Professional Limited Liability Company name SHALL NOT contain the word(s) "Corporation", "Incorporated", "Limited Partnership" or the abbreviations "Corp.", "Inc.", or "L.P.". (c) A Professional Limited Liability Company name SHALL NOT contain any word or phrase the use of which is prohibited bylaw. (d) A Professional Limited Liability Company name must be distinguishable upon the records of the secretary of state from (1) the name of any limited liability company, limited partnership, or corporation organized under the law of Iowa or registered as a foreign limited liability company, foreign limited partnership, or foreign corporation in Iowa; or (2) a name reserved in the manner provided under the law Iowa.  Provide the name and address of the Applicant.  Have the Applicant sign the Application and print his/her name and title.  A PLC name may be reserved for a NON-RENEWABLE period of 120 days.  File the original and one copy of the Application.  Include the filing fee. Mail the original and one copy of the Application for Reservation of Name along with the filing fee (Make check payable to the Iowa Secretary of State) , to: Secretary of State Business Services Division Lucas Building, 1 st Floor Des Moines, Iowa 50319 Telephone: (515)-281-5204 Step 2: See FORM: IA-PLLC ARTICLES OF ORGANIZATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. Instructions to complete the Professional Limited Liability Company Articles of Organization:  The Articles of Organization MUST be typewritten or printed in black ink.  FIRST: Provide the PLC name you have reserved.  SECOND: Provide the STREET address of the initial registered office and the name of the registered agent at that address.  THIRD: Provide the STREET address of the initial principal office of the PLC.  FOURTH: The term of existence of a PLC is usually "in perpetuity." If you have a specific reason for the PLC to dissolve on a particular date, then enter that date. Otherwise, check the blank beside "The term of the limited liability company is perpetual."  Have the Organizer(s) sign and date the Articles of Organization. You only need one Organizer.  Have the Organizer(s) print his/her name and address.  The filing fee must be included.  File the original and one copy of the Articles or Organization. Step 3: Mail DUPLICATE ORIGINALS of the ARTICLES OF ORGANIZATION and the filing fee (make check payable to Secretary of State) to: Secretary of State Business Services Division Lucas Building, 1 st Floor Des Moines, Iowa 50319 Telephone: (515)-281-5204 A sample cover letter to send with the Articles of is included in this packet. See FORM: IA-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Organization complete the Operating Agreement. See FORM: IA-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4. Mail to your regional IRS office. See FORM: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID Step 6: (If applicable) You may be required to apply to the Examining/Governing Board for your profession for an “Authorization to Practice as a Business Entity.” Check with your profession’s Board or Governing entity, or with your state professional association business information section on this question. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: IA-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following PLLC accessories: PLLC Seal: If you would like to order a PLLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed PLLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ______ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF IOWA Percentage: ___ This Certifcate certifes that ________________________________ is a true and lawful owner of ______ percent of _________________________, an Iowa Professional Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members and as provided by law. This certifcate is issued by the Company’s duly authorized ofcers on this the ____ day of _________, 20___. _________________ _________________ Manager Manager (if more than one) Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. 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