How to File an Iowa LLC or Corporation Amendment

No matter what kind of Iowa business you run, there will probably come a time when you need to make changes to your limited liability company (LLC) or corporation. When that happens, you’ll need to report certain changes to the state through an amendment to your Certificate of Organization or Articles of Incorporation. If this sounds daunting, don’t worry; we’re here to help. Read on to learn more about filing an amendment to your Iowa business formation documents and how we can help.

Haven’t started your LLC yet? Check out our detailed guide on forming an Iowa LLC and how we can take care of it for you. Or if a corporation’s more your speed, check out our guide to forming an Iowa corporation.

Amending an Iowa LLC Certificate of Organization

If you need to make changes to an Iowa LLC, we’ll show you how in this section. But if you need to make changes to an Iowa corporation, keep scrolling to the section titled “Amending an Iowa Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Organization

In Iowa, the Certificate of Organization is the document that formally creates your LLC. Until this crucial piece of paperwork is filed, your LLC technically doesn’t exist. Iowa requires you to draft your own Certificate of Organization, but your certificate must include at least the following basic information:

• Your LLC name
• Mailing address for the LLC’s principal office
• Name and address of your registered agent
• Other provisions you wish to include, such as how the LLC will be managed or a planned dissolution date

Generally speaking, if you need to make changes to the information included in your original certificate, then you’ll need to amend your Certificate. However, if the only change you’re making is to your registered agent or registered office, you can instead file a Statement of Change of Registered Office or Agent. Unlike an amendment, this form has no filing fee. 

Step 2: Identify and gather the information you need to amend

Iowa state law allows any LLC to amend its original Certificate of Organization at any time. You can make a variety of changes, including your name, your registered agent information, or even the provisions you added yourself.

Since Iowa doesn’t provide a fill-in version of the Amendment to the Certificate of Organization, you’ll need to draft your own. This means it’s essential to gather the information you need to amend. For example, if you’re going to amend one of the extra provisions you made, you’ll need to confirm what the old wording was and check that you have the right wording to make the changes you’re intending.

Why should I update my Certificate of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Iowa, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

It’s essential that you notify the state of your Iowa LLC amendment. If you don’t, you run the risk of incurring several consequences. For instance, your LLC won’t be able to get an Iowa Certificate of Standing. A Certificate of Standing demonstrates that your business is properly registered with the state and has followed all of the administrative requirements for Iowa LLCs. Because lenders and financiers typically require Certificates of Standing, failing to have one can make it harder for your LLC to obtain a loan or work with certain vendors. As a result, the best way to maintain your business’s growth is to keep your Certificate of Organization updated. 

Step 3: File your amendment paperwork with the Secretary of State

Now it’s time to draft and file your paperwork. Iowa requires you to draft your own Amendment to the Certificate of Organization; you can follow Section 489.202 of the Uniform Limited Liability Company Act for full guidelines, but your amendment paperwork should include:

• Your LLC name
• The date you filed your original certificate
• The text of the amendment you’re making

Once you’ve drafted the amendment, you’ll send it directly to the Secretary of State by mail or drop it off in person. There’s also an online filing portal called Fast Track Filing you can use.

At the time of this writing, Iowa charges $50 for this amendment. Once your paperwork is processed, your amendment will go into effect.

Amending an Iowa Corporation Articles of Incorporation

Need to make changes to an Iowa corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Iowa, the Articles of Incorporation is the form that officially creates your LLC. Until you file this paperwork, your company doesn’t officially exist. The state requires each business to draft its own articles, but your form needs to include:

• Name of your corporation
• Street and mailing address for your principal office
• Name and address of the company’s registered agent
• Name and address of each incorporator

You’re also allowed to include optional provisions, such as:

• Name and address of each director
• The business purpose
• How the business will be managed
• Number, value, and classes of shares
• Other provisions you wish to add

Generally speaking, if you need to change, remove, or add to this information, you’ll need to file the Articles of Amendment. However, if the only change you’re making is to your registered agent or registered office, you can instead file a Statement of Change of Registered Office or Agent. Unlike an amendment, this form has no filing fee. 

Step 2: Identify and gather the information you need to amend

Iowa is unusual because the state doesn’t provide a fill-in form for the Articles of Amendment; you’ll need to draft your own according to Iowa law. That means it’s important to gather the information you’ll be changing before you begin the filing process. You can make a variety of changes, including your business name, your agent, or any provisions you’ve added. Having the info for these changes will help streamline your filing process.

For example, if you’re going to be changing your business name, you’ll need to confirm what your old name was and the spelling and designator you’ll be using for the new name. If you’re amending your shares, you’ll need to confirm the number you previously authorized and the value, classes, and totals for the new share breakdown.

In your Articles of Amendment, you’re required to include the following:

• Your company name
• The date each amendment was adopted
• Description of how the amendment was approved
• The text for each amendment
• The date each amendment was adopted
• If the amendment was adopted without shareholder approval, a statement that shareholder approval wasn’t required
• If the amendment was approved by shareholders, a statement that it was done so according to the law and the Articles of Incorporation

Once you have this information on hand, you’re ready for filing.

Step 3: File your Articles of Amendment with the Secretary of State

Now it’s time to draft your Articles of Amendment. Using the information you’ve gathered above, you’ll create your own Articles (remember the state doesn’t provide a form to fill in). After you’ve drafted your statement, you’ll deliver it directly to the Secretary of State by mail or in-person drop-off. There’s also an online portal you can use.

At the time of this writing, this filing costs $50 to submit. After your paperwork is processed, your amendment will go into effect.

Iowa Articles of Amendment vs. Restatement of Certificate of Organization/Articles of Incorporation

Under Iowa law, business owners can restate as well as amend an LLC’s Certificate of Organization or a corporation’s Articles of Incorporation. A Restatement is very similar to an Articles of Amendment. Both documents can list amendments to the company’s original formation documents. 

However, a Restatement of Certificate of Organization or a Restated Articles of Incorporation also incorporates all information from the original Certificate of Incorporation that is still accurate, along with all amendments made over time. As with the other documents we describe in this guide, there is no template for restatements. Instead, you have to create your own form that designates in its heading that it’s a Restatement of Certificate of Organization. You can file the form in person, by mail, or by using the online portal. For both corporations and LLCs, the filing fee is $50 at the time of this writing.

Iowa Articles of Amendment vs. Statements of Correction

One other choice to consider when making an Iowa amendment is the Statement of Correction. An LLC or corporation can use a Statement of Correction to correct a record with a defective signature or inaccurate information. This applies to any document, not just the Certificate of Organization. Iowa doesn’t provide Statements of Correction forms, so you’ll have to create your own. The current filing fee for both LLCs and corporations is $5.

Note that if you’re making substantive changes and not just correcting errors, you’ll file the Articles of Amendment instead.

With us on your side, you can take your Iowa business to new heights 

Updating your business to meet its current needs doesn’t have to be hard. With our amendment service, you can make the changes you need to your LLC’s Certificate of Organization or your corporation’s Articles of Incorporation quickly and easily. 

We can simplify even more compliance requirements with our Worry-Free Compliance service. With this service, we’ll give you a hand with your annual filings. We’ll also remind you when critical filing deadlines are upcoming. On top of that, you can make two free annual amendments. We’ll even give you an action plan to follow if your business ever falls out of good standing. With our tools and services for support, you can focus on what you love: growing your business.