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How to Dissolve an Iowa LLC

 

How do you dissolve an Iowa Limited Liability Company?

If an event has occurred to cause the dissolution of your Iowa LLC, you simply submit a Statement of Dissolution to the Iowa Secretary of State, Business Services Division (SOS).  There is no SOS form for dissolving your Iowa LLC.  The statement just needs to include the name of the company and that it is dissolved. After you file the statement of dissolution, your LLC will still exist for the purpose of winding up its affairs.  When that stage is completed, you file a Statement of Termination which simply states the name of the company and that it is terminated.

Iowa SOS accepts delivery of documents by mail, fax, or in person.  Make checks for fees payable to the Secretary of State.

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319
Phone: (515)281-5204
Fax: (515) 281-7142 or (515) 242-5953

Iowa Limited Liability Company Dissolution FAQ

Is there a filing fee to dissolve or cancel an Iowa LLC?

Statement of Dissolution: $5
Statement of Termination: $5

Do you need a Department of Revenue clearance before the Secretary of State will accept your dissolution?

The Iowa SOS does not require a any kind of clearance certificate to dissolve your LLC or corporation.

How long does it take the state to process the filing?

Usually processing the statement of dissolution takes 1-2 days, right now it is taking 2-3 days.

If you walk in your documents you can request to have them processed while you wait.

How long before someone can take your business name?

Voluntarily dissolved LLC:  
An Iowa LLC that has filed a Statement of Dissolution still has name protection.  After you file the Statement of Termination, your name becomes available for use by other businesses.

Administratively dissolved LLC: 
An administratively dissolved limited liability company retains the right to its name for five years after the dissolution. If you reinstate within that five year window, you can use the old name. If you wait longer than that, someone else could use it.

If you formally dissolve a business that the SOS administratively dissolved, the business name would become available for use right away.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

If a domestic LLC has not submitted a biennial report and fee to the SOS within sixty days after it is due, the SOS will determine that there are grounds to administratively dissolve the LLC. If the LLC does not file the report and/or fee within sixty days after that notice, the SOS will dissolve the LLC and serve a declaration of dissolution on the LLC.

What are the late fees and penalties to re-register if your registration is terminated?

An Iowa LLC that has been administratively dissolved may apply for reinstatement at any time. There is no limitation on the reinstatement period. In order to be reinstated, the LLC would have to file all past due annual reports and fees with the application for reinstatement.

The biennial report fee is $45
The application for reinstatement fee is only $5

Resources:

http://www.sos.state.ia.us/business/corpfee.html#DLLC489

If you’d like help establishing another company, you may find our incorporation filing service and Iowa registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

 

 

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