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		<title>Dissolving an Iowa LLC</title>
		<link>https://www.hartungschroederlaw.com/attorneys-news/dissolving-an-iowa-llc/</link>
		<pubDate>Wed, 24 Aug 2022 16:10:15 +0000</pubDate>
		<dc:creator><![CDATA[Joni Dyer]]></dc:creator>
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		<description><![CDATA[How do I dissolve my LLC in Iowa? An Iowa limited liability company (LLC) is recognized as a separate legal entity with a perpetual existence under Iowa law. An LLC is dissolved upon the first to occur of the following: An event or circumstance that the operating agreement states causes dissolution; The consent of all]]></description>
				<content:encoded><![CDATA[<p><strong>How do I dissolve my LLC in Iowa?</strong></p>
<p>An Iowa limited liability company (LLC) is recognized as a separate legal entity with a perpetual existence under Iowa law. An LLC is dissolved upon the first to occur of the following:</p>
<ol>
<li>An event or circumstance that the operating agreement states causes dissolution;</li>
<li>The consent of all members;</li>
<li>Once the company has at least one member, the passage of ninety consecutive days during which the company has no members;</li>
<li>On application by a member, the entry by a district court of an order dissolving the company on the grounds that any of the following applies:
<ol>
<li>The conduct of all or substantially all of the company’s activities is unlawful.</li>
<li>It is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and the operating agreement.</li>
</ol>
</li>
<li>On application by a member or transferee, the entry by a district court of an order dissolving the company on the grounds that the managers or those members in control of the company have done any of the following:
<ol>
<li>Have acted, are acting, will act in a manner that is illegal or fraudulent</li>
<li>Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.</li>
</ol>
</li>
</ol>
<p><strong>After Dissolution</strong></p>
<p>Following its dissolution, the LLC continues to exist for the purpose of winding up its activities. Members and managers retain limited authority to take the actions necessary to wind up the LLC’s affairs. A manager or other person designated in the operating agreement is usually responsible for winding up an LLC. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may be appointed to wind up the activities of the company. If this legal representative declines or fails to wind up the LLC’s activities, members holding a majority in interest may nominate such a person. In some cases, the district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s activities.</p>
<p><strong>Distribution of Assets</strong></p>
<p>In winding up its activities, an LLC must first use its assets to pay all debts to creditors, including members who are creditors. Once an LLC has discharged all obligations to creditors, any remaining assets must first be distributed to each person owning a transferable interest that reflects contributions made by a member and not previously returned. Generally, any assets left after that must be distributed in equal shares among members and dissociated members.</p>
<p><strong>Claims Against Dissolved LLCs</strong></p>
<p>An LLC may also give notice of a known claim, with the deadline of the receipt of a claim to be at least 120 days after the notice is received. It may also publish notice of its dissolution in a newspaper, with action to enforce such claim to commence within 5 years of publication.</p>
<p><strong>Administrative Dissolution</strong></p>
<p>Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity&#8217;s rights, powers, and authority. In some cases, an LLC might also be subject to administrative dissolution. Administrative dissolution is an action the Secretary of State takes that results in the loss of a business entity&#8217;s rights, powers, and authority. In some cases, an LLC might also be subject to administrative dissolution. Administrative dissolution is an action the Secretary of State takes that results in the loss of a business entity&#8217;s rights, powers, and authority. In Iowa, the secretary of state may commence a proceeding to administratively dissolve an LLC for several reasons. Most of these reasons relate to not submitting necessary documents or information in a timely fashion.</p>
<p>A limited liability company that has been administratively dissolved continues in existence but may carry on only activities necessary to wind up its activities and liquidate its assets and notify claimants.</p>
<p>An administratively dissolved LLC may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. Before filing for reinstatement, the LLC should solve the issues that resulted in its administrative dissolution. During the process, the secretary of state will consult the department of workforce development, and if there are any remaining delinquencies or liabilities, the LLC will most likely not be reinstated. Once the LLC reinstatement is in effect, it relates back to and takes effect as of the effective date of the administrative dissolution as if dissolution had never occurred.</p>
<p><strong>Official Filings</strong></p>
<p>After an LLC is dissolved and its affairs are wound up, it must file a Statement of Dissolution of a Limited Liability Company with the Iowa Secretary of State. A completed form must contain the name of the LLC and a statement that it is dissolved. The fee for filing a statement of dissolution is $5.</p>
<p><strong>Tax Considerations when dissolving an LLC</strong></p>
<p>Dissolving LLCs should obtain a tax clearance certificate from the Iowa Department of Revenue, as is required of dissolving corporations and LLCs. That said, a dissolving LLC is required to close its tax accounts with the Iowa Department of Revenue. A dissolving LLC in Iowa is required to cancel all of its tax permits and file tax returns through the permit cancellation date. This can be completed online on the State of Iowa’s Department of Revenue website or by completing Iowa’s Business Tax Cancellation form.</p>
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		<title>What do I need to do to maintain an LLC in Iowa?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/what-do-i-need-to-do-to-maintain-an-llc-in-iowa/</link>
		<pubDate>Mon, 15 Aug 2022 14:57:07 +0000</pubDate>
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		<description><![CDATA[Once a limited liability company (LLC) has been established, it needs to be maintained. LLCs are particularly appealing because they confer the legal protections of a corporation while enjoying the taxation structure of a sole proprietorship or general partnership. However, the benefits of forming an LLC will hardly be realized if the organization is too]]></description>
				<content:encoded><![CDATA[<p>Once a limited liability company (LLC) has been established, it needs to be maintained. LLCs are particularly appealing because they confer the legal protections of a corporation while enjoying the taxation structure of a sole proprietorship or general partnership. However, the benefits of forming an LLC will hardly be realized if the organization is too weak to stand up to scrutiny from regulatory agencies.</p>
<p>If you can’t show evidence that your LLC is a real business, you could lose the same benefits it’s supposed to confer. Therefore, you need to be able to prove to the courts or the IRS that you treat your company as a formal business, not a personal slush fund. Moreover, this loss of benefits could continue to apply should the LLC be liquidated. Fortunately, maintaining an LLC isn’t incredibly tricky.</p>
<h3><strong>Short-Term Maintenance of an LLC</strong></h3>
<p>There are several measures every LLC should take either leading up to the establishment of the organization or immediately following its inception. These measures are not only good business practices but will also contribute to the strength of an LLC.</p>
<p>1. <strong>Create a Separate Bank Account.</strong> While blending personal and business finances is not illegal, it is not a good idea. For example, using a personal bank account as the account for an LLC is entirely counterproductive to organizations wishing to enjoy the protections provided by the structure of LLCs. An LLC risks losing its classification as a separate legal entity by blurring the lines between personal and business finances. This loss of status could mean that members&#8217; personal assets are liable for any liabilities or debt incurred by the LLC. Furthermore, a separate bank account simplifies recordkeeping and tax compliance, especially if the IRS audits the LLC. Here are some excellent tips for maintaining a business account:</p>
<p style="padding-left: 30px;">1. Reimburse business expenses and keep the receipts</p>
<p style="padding-left: 30px;">2. Record all transactions and be able to document the reason for business purchases</p>
<p style="padding-left: 30px;">3. DO NOT use the business account to fund personal endeavors</p>
<p style="padding-left: 30px;">4. Get a business credit card to use for only business expenses to minimize reimbursement complications</p>
<p>2. <strong>Create an LLC Operating Agreement.</strong> Iowa law does not mandate that an LLC have an operating agreement, but it is highly recommended. An operating agreement lays out each member’s responsibilities, what assets each person contributed to the business, how ownership is structured, how money will be raised and distributed, what your process is for adding and removing members, and under what circumstances and how your company will be dissolved.</p>
<p>3. <strong>Acquire Necessary Permits and Licensing.</strong> While Iowa does not have a general state business license, certain businesses may require specific licenses or permits depending on the LLC&#8217;s intended business type of business. Operating without the required permits or licenses risks the LLC status of the organization and opens the organization to fines or legal charges.</p>
<h3><strong>Long-Term Maintenance of an LLC</strong></h3>
<p>Moving onward, LLCs must complete some regular maintenance to remain in good standing. These actions intend to ensure that the LLC is neither dissolved through negligence nor weakened to the point of being ineffectual.</p>
<p>1. <strong>Filing the Annual Report.</strong> Limited liability companies formed, or doing business as a foreign entity, in Iowa are required to file a Biennial Report with the Iowa Secretary of State by April 1st of odd number years. The report can be filed through Iowa Secretary of State’s Fast Track Filing System. The cost for doing so is $60.</p>
<p>2. <strong>Amend the Certificate of Organization.</strong> An LLC may sometimes wish to amend its certificate of organization for several reasons. One such instance is if any information in the certificate is realized to be inaccurate. Accordingly, Iowa Code § 489.202(5) provides that the certificate of organization must be promptly amended, changed, or corrected when a manager of a member-managed LLC or a member of a member-managed LLC becomes aware that any information in the certificate of organization was inaccurate when filed or has become inaccurate due to changed circumstances. Luckily, amending a certificate of organization is not an onerous task. There are only three filing requirements for an amended certificate:</p>
<p style="padding-left: 30px;">1. The name of the LLC</p>
<p style="padding-left: 30px;">2. The date of filing its certificate of organization</p>
<p style="padding-left: 30px;">3. The amendment to the certificate of organization<br />
Iowa Code § 489.202(2)</p>
<p>The certificate of organization can also be restated and filed with the Iowa Secretary of State, superseding the original certificate. It must state:</p>
<p style="padding-left: 30px;">a. In the heading, the LLC’s present name and former names and the date of filing the LLC’s initial certificate of organization</p>
<p style="padding-left: 30px;">b. The changes made by the restatement</p>
<p><em>*The amended certificate of organization can be filed through the Iowa Secretary of State’s Fast Track Filing System and must be accompanied by a filing fee of $50.</em></p>
<p>Foreign LLCs authorized to do business in Iowa may apply for an amended certificate of authority with the Iowa Secretary of State if it changes its name (at its state of formation), corrects the state of formation, changes the duration of the LLC, changes its principal office or mailing address, or changes its registered agent. In addition, a foreign LLC may surrender its authority by filing a notice of cancellation with the secretary of state of Iowa, providing, among other things, the address to which the secretary may mail any process against the LLC.</p>
<p>3. <strong>Amending the LLC Agreement/Operating Agreement.</strong> Similar to a certificate of organization, an LLC may sometimes wish to amend it operating agreement. The operating agreement may be amended only with the approval of all of the members.</p>
<p>4. <strong>Maintain Detailed Records.</strong> Keeping records of company operations and activities is not a legal obligation, but it&#8217;s one of the most effective ways of protecting the organization. In addition, regular record keeping helps prove that the LLC is its own entity, thereby strengthening personal liability protection. Detailed record-keeping may also be necessary for those seeking to receive business loans, as most private financial institutions require comprehensive financial records before engaging in any association with another entity. Any detailed records should include the following documents:</p>
<p style="padding-left: 30px;">&#8211; LLC certificate of organization<br />
&#8211; LLC operating agreement<br />
&#8211; EIN confirmation letter<br />
&#8211; All financial statements and tax records<br />
&#8211; All business licenses and permits<br />
&#8211; All relevant member and shareholder information<br />
&#8211; Meeting minutes<br />
&#8211; Any records required by the operating agreement</p>
<p>These records should be kept at the place of business and backed up to a digital server for easy access.</p>
<p>5. <strong>Tax Compliance.</strong> Typically, LLC members are responsible for paying taxes rather than the LLC itself; therefore, it is critically important that members pay these taxes in full and on time. Failing to do so can put the LLC in poor standing and may even attract unwanted attention from the IRS. One such tax in Iowa that is important to remember is the state sales tax, which is a tax on gross receipts from the sale of taxable tangible personal property. Foreign LLCs may be responsible for payment of Iowa sales and use tax depending on whether the LLC’s business activities create a tax filing requirement. The safest way to avoid taxation infractions is to consult with a qualified tax professional or attorney.</p>
<h3><strong>Looking to the Future</strong></h3>
<p>While not all suggestions are required by law, they are all sound business practices that will drastically improve the short and long-term viability of an LLC. These practices allow LLC members to focus on operating the company while minimizing their risk of losing liability protection and tax advantages.</p>
<p>This guide is meant to provide foundational knowledge and by no means addresses every concern an LLC should have; the most effective way of protecting an organization is to consult with a qualified business attorney anytime there is confusion or whenever guidance may be beneficial.</p>
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		<title>How Do I Register and Qualify as a Foreign LLC in Iowa?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/how-do-i-register-and-qualify-as-a-foreign-llc-in-iowa/</link>
		<pubDate>Fri, 12 Aug 2022 15:16:58 +0000</pubDate>
		<dc:creator><![CDATA[Joni Dyer]]></dc:creator>
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		<description><![CDATA[A foreign LLC is an LLC organized under the laws of any jurisdiction other than the state of Iowa. Foreign LLCs are not permitted to do business in Iowa until they have filed an Application for Certificate of Authority with the Iowa Secretary of State. However, Iowa law does not specify what constitutes “doing business”]]></description>
				<content:encoded><![CDATA[<p>A foreign LLC is an LLC organized under the laws of any jurisdiction other than the state of Iowa. Foreign LLCs are not permitted to do business in Iowa until they have filed an Application for Certificate of Authority with the Iowa Secretary of State. However, Iowa law does not specify what constitutes “doing business” in Iowa for purposes of filing a certificate of authority. Rather, determining whether a proposed activity constitutes doing business in Iowa is fact-based and requires a review of applicable case law and other authorities. A foreign LLC caught doing business in Iowa without registering with the secretary of state is denied the right to bring actions in Iowa state courts. There are several actions an LLC is allowed to perform within the state of Iowa that does not constitute &#8220;doing business,&#8221; including maintaining accounts in financial institutions and selling through independent contractors.</p>
<p>To file for a certificate of authority, a foreign LLC must provide a foreign registration statement with an accompanying certificate of good standing or existence from the LLC&#8217;s home jurisdiction, dated within 90 days preceding the filing. A completed foreign registration statement must provide:</p>
<ol>
<li>The LLC’s state of formation</li>
<li>The name of LLC* or the LLC’s DBA name (applicable if the entity’s name is not available in Iowa)</li>
<li>The name and address of the LLC’s registered agent within Iowa</li>
<li>The principal office of the LLC</li>
<li>The name and address of at least one member (if member-managed) or one manager (if manager-managed)</li>
<li>The date the LLC was formed in its home jurisdiction</li>
<li>The duration of the LLC in its home jurisdiction</li>
<li>The dated signature of an authorized person</li>
</ol>
<p>* The name of an LLC filing to do business as a foreign LLC in Iowa must be distinguishable from the name of any other entity incorporated, organization, authorized, or reserved to transact business in Iowa. If there is a name conflict (that has not been waived), the foreign LLC may qualify/register to do business if it adopts an assumed name. The name of a foreign LLC that registers with the secretary of state must otherwise comply with Iowa Code § 489.108.</p>
<p>Additionally, foreign LLCs doing business in Iowa must determine if they require a specific license or permit to operate their business. They should also register with the Iowa Department of Revenue, just as if they were domestic LLCs.</p>
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		<title>What is a Series LLC?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/what-is-a-series-llc/</link>
		<pubDate>Thu, 11 Aug 2022 15:50:54 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
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		<description><![CDATA[In the state of Iowa, “series LLCs” are permissible under Article 14 of Iowa’s Revised Uniform Limited Liability Company Act, also referred to as the Iowa Uniform Protected Series Act. A series LLC includes multiple (potentially unlimited in number) liability “baskets” (referred to as “protected series” in Iowa) under a single organizational umbrella and is]]></description>
				<content:encoded><![CDATA[<p style="font-weight: 400;">In the state of Iowa, “series LLCs” are permissible under Article 14 of Iowa’s Revised Uniform Limited Liability Company Act, also referred to as the Iowa Uniform Protected Series Act. A series LLC includes multiple (potentially unlimited in number) liability “baskets” (referred to as “protected series” in Iowa) under a single organizational umbrella and is tantamount to separately incorporating several different LLCs. Each protected series, or cell, in a series LLC has its own profits, losses, and liabilities and is legally separate from each other protected series. Series LLCs are so enticing because they provide a similar sense of limited liability to their “sub-LLCs”, protecting each sub-LLCs individual assets from causes of action against the assets of another sub-LLC. These “sub-LLCs” also have their own economic structures, members, managers, and assets.</p>
<p style="font-weight: 400;">The process of filing a series LLC is more arduous than that of filing a standard LLC. To establish a protected series, an LLC must first receive an affirmative vote or consent from all LLC members. Upon receiving member approval, a protected series may be created by filing a protected series designation with the secretary of state, signed by the company, stating the company&#8217;s name and the protected series to be established.</p>
<p style="font-weight: 400;">Similar to a standard LLC counsel should draft an operating agreement to govern the series LLC and each individual protected series. The operating agreement should generally set forth certain fundamental terms, including:</p>
<ol>
<li>Management Structure
<ol>
<li>The method used to maintain separate and distinct records for each series</li>
<li>The method for adding or dissolving series</li>
<li>A statement that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular protected series shall be enforceable against the assets of that protected series only, and not against the assets of the series LLC generally</li>
<li>Terms contemplating the death or disability of a member</li>
<li>Indemnification rights (if any) in the event the LLC or a member is sued in connection with the business of the LLC</li>
</ol>
</li>
<li>Member Rights and Responsibilities
<ol>
<li>The authority of members to bind the LLC and participate in day-to-day management</li>
<li>The voting rights, if any, of each member in making certain key decisions</li>
<li>The circumstances under which a member may withdraw from the LLC, and the way in which the member&#8217;s economic interest is calculated upon withdrawal</li>
<li>The ability or restrictions of a member to sell or pledge its interest to a third party</li>
<li>The circumstances and terms under which new members may be admitted</li>
</ol>
</li>
<li>Profit and Loss Allocation
<ol>
<li>The ownership percentage of each member, or the way it is calculated at any given time</li>
<li>The manner in which profits, losses, and expenses are allocated, and by whose authority</li>
<li>The circumstances under which the LLC will be liquidated, and the priority of claims among the members upon liquidation</li>
</ol>
</li>
</ol>
<p style="font-weight: 400;">
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		<title>How do I form an LLC in Iowa?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/how-do-i-form-an-llc-in-iowa/</link>
		<pubDate>Fri, 22 Jul 2022 16:48:27 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
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		<description><![CDATA[There are several important steps to take when setting up an LLC in Iowa. The first is determining if any sort of licensing or permits are required. While Iowa does not have a general state business license, certain businesses may require specific licenses or permits depending on the LLC&#8217;s intended business type of business. The]]></description>
				<content:encoded><![CDATA[<p>There are several important steps to take when setting up an LLC in Iowa. The first is determining if any sort of licensing or permits are required. While Iowa does not have a general state business license, certain businesses may require specific licenses or permits depending on the LLC&#8217;s intended business type of business. The Iowa Business License Information Center should be consulted for information regarding licensing needed for specific business activities. Additionally, an LLC must register with the Iowa Department of Revenue for a separate permit number for sales tax, consumer&#8217;s use tax, retailer&#8217;s use tax, withholding tax, and water service excise tax. It is also important to note that individual municipalities and subdivisions may have additional licensing, endorsement, and permit requirements. Furthermore, federal licenses may be required for businesses that operate in federally regulated activities.</p>
<p>The next step is deciding the official name of the LLC; there are both required elements and restricted elements to consider when naming an LLC in Iowa.</p>
<p>1. The name of an Iowa LLC must be set forth in its certificate of organization and contain the words &#8220;limited liability company&#8221; or &#8220;limited company&#8221; or the abbreviation &#8220;L.L.C.&#8221;, &#8220;LLC&#8221;, &#8220;L.C.&#8221; or &#8220;LC.&#8221; &#8220;Limited&#8221; may be abbreviated as &#8220;Ltd.&#8221;, and &#8220;company&#8221; may be abbreviated as &#8220;Co.&#8221;</p>
<p>2. The name of an LLC must be distinguishable from the name of any other entity incorporated, organization, authorized, or reserved to transact business in Iowa.</p>
<p>3. An LLC’s name can be reserved by completing the state of Iowa’s Application for Reservation of Name form provided by the secretary of state. Completed forms, including payment, should be delivered to the Iowa Secretary of State. The fee is $10 for LLCs. A reservation is valid for 120 days.</p>
<p>4. An LLC wishing to do business under any name other than its legal name must complete and file a Fictitious Name Resolution form provided by the secretary of state at the cost of $5 per trade name reserved for use.</p>
<p>After deciding on the name of the LLC, the next step is preparing and filing the necessary formation documents. One or more people may begin by filing a properly executed certificate of organization with the Iowa Secretary of State through its online Fast Track Filing System. The fee for filing a certificate of formation with the Iowa Secretary of State is $50. A member must be admitted as a member of the LLC, and such admission usually occurs when the certificate of organization, filed in the office of the Iowa Secretary of State, becomes effective.</p>
<p>The following components are required within a certificate of organization:<br />
1. The name of the LLC;<br />
2. The address of the company’s registered office;<br />
3. The name and address of the LLC’s registered agent for service of process in Iowa<br />
Iowa Code § 489.201(2).</p>
<p>The date the Secretary of State of Iowa files the certificate of organization is the date the LLC comes into existence. This filing of the certificate by the secretary of state is definitive proof that the person(s) executing the certificate satisfied all formation requirements.</p>
<p>Operating agreements are an essential part of LLCs, and while they are highly recommended, they are not required by Iowa law. Much like a partnership agreement or corporate bylaws, the LLC operating agreement dictates the actions pertaining to the ownership and operation of the LLC. The operating agreement is defined as an agreement of all the members and may be oral, in a record, implied, or any combination thereof. It is highly recommended for individuals to allow counsel to draft an operating agreement when forming an LLC. This agreement can theoretically be contained in more than one document and does not need to be filed with the Iowa Secretary of State or any other public office. It is important to remember that once finalized, unless the agreement itself calls for an expiration date, the operating agreement remains in force until amended or changed by the members&#8217; unanimous consent (or other agreed-upon percentage). There is no incorrect form of operating agreement; agreements should be tailored to fit the individual circumstances and needs of the contracting parties. While there is nothing specifically required in an operating agreement, there are several things it should cover:</p>
<p><strong>1. Management Structure</strong><br />
a. Whether the LLC is member-managed (i.e., managed by its owners) or manager-managed<br />
b. Requirements for voting by quorum, in person, or by proxy, as well as any other matter necessary to exercise the right to vote<br />
c. Procedure for amending the certificate of organization or the operating agreement, including procedures that allow for the amendment of the operating agreement without a vote or approval of the LLC&#8217;s members, or certain classes of the LLC&#8217;s members<br />
d. Rights and powers of managers, including whether there are multiple classes of managers and the duties and voting powers of each<br />
e. Procedures for electing and removing managers<br />
f. Indemnification of members and managers by the LLC</p>
<p><strong>2. Member Rights and Responsibilities</strong><br />
a. Procedures for admitting and expelling members<br />
b. Initial capital contribution required of members<br />
c. Notice and procedure required for member meetings (and for managers, if applicable), as well as a listing of actions that can be taken by consent without the need for a meeting<br />
d. Management rights and authority of each member, including whether there are different classes of members and the relative rights and responsibilities of each class<br />
e. Voting rights of members and the voting power of each, including the designation of a class or classes of members that hold no voting rights whatsoever</p>
<p><strong>3. Profit and Loss Allocation</strong><br />
a. Allocation of profits, losses, and distributions among members and different classes of members<br />
b. Buy-sell provision</p>
<p>Operating agreements are crucial as they govern the LLC&#8217;s actions and behavior. Other than the filing of a certificate of organization, Iowa imposes no organizational formalities on LLCs.</p>
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		<title>What Type of Business Form Should I Choose for My New Company?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/what-type-of-business-form-should-i-choose-for-my-new-company/</link>
		<pubDate>Fri, 01 Jul 2022 19:35:55 +0000</pubDate>
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				<category><![CDATA[Analysis and Legal News FEATURED]]></category>
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		<guid isPermaLink="false">https://www.hartungschroederlaw.com/?p=1921</guid>
		<description><![CDATA[When starting a business, one of the most important decisions to be made is how best to legally organize the company. In Iowa, there are four different types of legal organizations, each having its own advantages and disadvantages: 1. Sole Proprietorship. Sole proprietorships are owned and operated by one individual – there is no legal]]></description>
				<content:encoded><![CDATA[<p>When starting a business, one of the most important decisions to be made is how best to legally organize the company. In Iowa, there are four different types of legal organizations, each having its own advantages and disadvantages: </p>
<p><strong>1.	Sole Proprietorship.</strong> Sole proprietorships are owned and operated by one individual – there is no legal distinction between the owner and the business. As a result, they are relatively inexpensive and easy to set up. In a sole proprietorship, the business does not file a tax return; the income (or loss) passes through the business and is reported on the owner&#8217;s personal tax return. Within a sole proprietorship, the owner is personally responsible for any liabilities that the business incurs. Sole proprietorships are also less conducive to investment opportunities due to the absolute control enjoyed by the owner.</p>
<p><strong>2.	Corporation.</strong> Corporations are the most complex legal organization. A corporation is a legal entity separate and independent from the people who own or run the corporation, namely shareholders. Within a corporation, corporate shareholders have limited responsibility for the debts of the business because the corporation itself is responsible for all liabilities the company incurs. This limited liability for shareholders creates an atmosphere conducive to attracting new investment. However, businesses must also go through a more rigorous and costly process to become a corporation. Furthermore, earnings are subject to taxation at the entity and individual levels upon distribution to shareholders.</p>
<p><strong>3.	General Partnership.</strong> General partnerships are associations between two or more people in business seeking a profit. These partnerships are usually fairly easy to create and maintain, but it is essential to create a partnership agreement. Partnership agreements formalize the rules for the distribution of profits/losses, ownership percentages, dissolution terms, management rights, etc. The absence of a partnership agreement can lead to management and oversight issues down the road. General partnerships are tax-reporting entities, not tax-paying entities. A partnership must file an annual information return (Form 1065) with the IRS to report income and losses from operations, but it does not pay federal income tax. Instead, profits and losses are passed through to the owners based on their profit-sharing percentages outlined in the partnership agreement. Each partner pays taxes on their share of the profit/loss. Partners within a general partnership typically have unlimited personal liability meaning that each partner is jointly liable for all business debt and liability.</p>
<p><strong>4.	Limited Liability Company (LLC).</strong> An LLC is a hybrid combination of corporations, sole proprietorships, and general partnerships. Owners of an LLC are called members; these members may include individuals, corporations, other LLCs, and foreign entities. There is no limit on the number of members an LLC can have. LLCs are usually considered &#8220;pass-through entities&#8221; for tax purposes, meaning business income passes through the business to LLC members who report their share of profits or losses on the individual income tax returns. This revenue is often subject to additional taxes at the state level. Furthermore, even if profits aren&#8217;t distributed, each member&#8217;s share of profit represents taxable income. Accordingly, LLCs are only required to file informational tax returns. As the name suggests, LLCs protect their members by providing limited liability. Limited liability shields LLC members from being personally liable for business debts and claims. In an LLC, liability for business debt will only extend beyond the company&#8217;s assets in cases of fraud or illegality.</p>
<p>In many scenarios, the most prudent way to organize a new business is as an LLC. This is because LLCs combine the ease of having a partnership with the legal protections offered to corporations. </p>
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		<title>What is Earnest Money?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/what-is-earnest-money/</link>
		<pubDate>Tue, 05 Apr 2022 20:55:42 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
				<category><![CDATA[Analysis and Legal News]]></category>
		<category><![CDATA[Analysis and Legal News FEATURED]]></category>
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		<category><![CDATA[real estate law]]></category>

		<guid isPermaLink="false">https://www.hartungschroederlaw.com/?p=1917</guid>
		<description><![CDATA[Earnest money is a term most commonly used in real estate transactions. Earnest money is a sum of money a buyer will put down to demonstrate their seriousness about buying a home. Earnest money essentially acts like a deposit on the house you are intending to buy. Generally, earnest money will be around 1% to]]></description>
				<content:encoded><![CDATA[<p>Earnest money is a term most commonly used in real estate transactions.  Earnest money is a sum of money a buyer will put down to demonstrate their seriousness about buying a home.  Earnest money essentially acts like a deposit on the house you are intending to buy.  Generally, earnest money will be around 1% to 2% of the purchase price of the home.</p>
<p>Once the parties have agreed upon the price and entered into a written agreement, the earnest money is typically deposited with the brokerage of the listing agent.  The earnest money will be held until the transaction closes.  At closing, the earnest money will be applied towards the purchase price of the property.  However, if the transaction does not close and one of the parties backs out of the deal, then the parties will need to determine which party will receive the earnest money.  Determining which party gets to keep the earnest money will depend largely on the language and provisions included in the purchase agreement. </p>
<p>If you have questions regarding earnest money or purchase agreements, the attorneys at Hartung Schroeder can help.</p>
<p>ABOUT TRAVIS BRENNER</p>
<p>Travis is an associate attorney at Hartung Schroeder. His experience includes real estate and family law, civil litigation, and working with clients to form non-profit organizations and businesses. Travis also holds a Master of Business Administration degree, which allows him to better address the needs of business clients. You can read more about Travis or get in touch with him <a href="https://www.hartungschroederlaw.com/people/travis-brenner/" rel="noopener" target="_blank">here</a>. </p>
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		<title>What is QDRO?</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/what-is-qdro/</link>
		<pubDate>Wed, 19 Jan 2022 21:49:04 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
				<category><![CDATA[Analysis and Legal News]]></category>
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		<guid isPermaLink="false">https://www.hartungschroederlaw.com/?p=1909</guid>
		<description><![CDATA[QDRO is short for qualified domestic relations order. A QDRO is an order issued by the court that recognizes the right for an “alternate payee” to receive a specified portion of the benefits payable to the participant of a retirement/savings plan. QDROs are most commonly seen in divorce proceedings when the court is dividing the]]></description>
				<content:encoded><![CDATA[<p>QDRO is short for qualified domestic relations order. A QDRO is an order issued by the court that recognizes the right for an “alternate payee” to receive a specified portion of the benefits payable to the participant of a retirement/savings plan. QDROs are most commonly seen in divorce proceedings when the court is dividing the assets of the parties.  </p>
<p>While most assets (e.g., bank accounts, vehicles, and furniture) can be divided without a court order, retirement plans require a QDRO to be issued in order for the company administering the retirement plan to recognize the right of the alternate payee to receive payments or benefits available under the plan. However, a QDRO cannot require the plan to confer a benefit to the alternate payee that is not already available under the plan. </p>
<p>Typically, the “alternate payee” is the spouse/soon-to-be former spouse of the plan participant. The alternate payee may also be a child or dependent of the plan participant. A QDRO will assign either a specific dollar amount or a percentage of the plan’s benefit to the alternate payee. </p>
<p>Although every QDRO must contain certain information, each QDRO will be different depending on the type of plan and benefits. If you have questions or need assistance with a QDRO, the attorneys at Hartung and Schroeder can help.</p>
<p>ABOUT TRAVIS BRENNER</p>
<p>Travis is an associate attorney at Hartung Schroeder. His experience includes real estate and family law, civil litigation, and working with clients to form non-profit organizations and businesses. Travis also holds a Master of Business Administration degree, which allows him to better address the needs of business clients. You can read more about Travis or get in touch with him <a href="https://www.hartungschroederlaw.com/people/travis-brenner/" rel="noopener" target="_blank">here</a>. </p>
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		<title>NIL Knows No Boundaries</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/nil-knows-no-boundaries/</link>
		<pubDate>Wed, 17 Nov 2021 19:48:34 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
				<category><![CDATA[Analysis and Legal News]]></category>
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		<guid isPermaLink="false">https://www.hartungschroederlaw.com/?p=1898</guid>
		<description><![CDATA[By : J.D. Hartung NIL knows no boundaries . . . yet! The NCAA’s “acceptance” of the reality that student-athletes must be allowed to make money from their own NIL (Name, Image and Likeness) has created a huge “gray area” when it comes to what is or is not permissible. The NCAA’s initial “Interim NIL]]></description>
				<content:encoded><![CDATA[<p>By : <a href="https://www.hartungschroederlaw.com/people/jd-hartung/" target="_blank" rel="noopener">J.D. Hartung</a></p>
<p>NIL knows no boundaries . . . yet!</p>
<p>The NCAA’s “acceptance” of the reality that student-athletes must be allowed to make money from their own NIL (Name, Image and Likeness) has created a huge “gray area” when it comes to what is or is not permissible.</p>
<p>The NCAA’s initial “Interim NIL Policy” is clearly a punt – deferring to state laws which have been promulgated to define the rights and responsibilities of student-athletes when it comes to making money. It is apparent that the NCAA is hoping for uniform Federal Legislation to be passed &#8211; largely to eliminate the nightmare of policing fifty different state laws and the impact different rules in different states will have on “fair competition.”</p>
<p>Prior to NIL, the NCAA strictly limited income opportunities in order to preserve the “amateur status” of its student-athletes. However, this position has eroded quickly following the June 21, 2021 United States Supreme Court decision in <em>NCAA v. Alston et. Al</em> – which struck down NCAA rules limiting the education related benefits schools may make available to student-athletes.</p>
<p>In the wake of <em>Alston</em>, student-athletes can now earn money so long as payment <u>is not:</u></p>
<ul>
<li>Contingent upon enrollment at a particular institution</li>
<li>For athletic participation or achievement</li>
<li>For work not performed</li>
</ul>
<p>Unless restricted by State Law – everything else appears to be fair game – for now. Without question, additional rules, regulations, interpretations and limits will soon follow. Otherwise, an unlimited “free market” system will undoubtedly destroy any sense of parity / fair competition that may currently remain in the NCAA.</p>
<p>Without boundaries – the rich will get richer and the NCAA (in its present form) will become obsolete. Until then, if you are a prospect, student athlete, coach or institution, the attorneys at Hartung Schroeder have experience with NCAA Compliance issues and we are available to assist you in navigating these uncharted waters.</p>
<p>ABOUT J.D. HARTUNG</p>
<p>J.D. is a co-founder and partner at the law firm of Hartung and Schroeder. He started the firm with friend and colleague, Brad Schroeder, after working in both boutique and large, multi-state firms. He saw first-hand that a small firm brings definite advantages to clients. Experienced in general litigation, he serves a wide range of clients including those seeking legal counsel for business, family law issues and personal injury. You can read more about him or get in touch <a href="https://www.hartungschroederlaw.com/people/jd-hartung/" target="_blank" rel="noopener">here</a>.</p>
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		<title>Real Estate – Restrictive Covenants</title>
		<link>https://www.hartungschroederlaw.com/attorney-home-page/real-estate-restrictive-covenants/</link>
		<pubDate>Tue, 09 Nov 2021 19:37:36 +0000</pubDate>
		<dc:creator><![CDATA[]]></dc:creator>
				<category><![CDATA[Analysis and Legal News]]></category>
		<category><![CDATA[Analysis and Legal News FEATURED]]></category>
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		<category><![CDATA[Covenants]]></category>
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		<category><![CDATA[real estate law]]></category>

		<guid isPermaLink="false">https://www.hartungschroederlaw.com/?p=1892</guid>
		<description><![CDATA[Are you thinking about purchasing property? Whether you are purchasing a new home or a piece of land, it is important to understand what covenants and restrictions apply to that property. Restrictive covenants, aka property covenants, tell you what you can and cannot do with your property.  Two main purposes of covenants are to limit]]></description>
				<content:encoded><![CDATA[<p>Are you thinking about purchasing property? Whether you are purchasing a new home or a piece of land, it is important to understand what covenants and restrictions apply to that property.</p>
<p>Restrictive covenants, aka property covenants, tell you what you can and cannot do with your property.  Two main purposes of covenants are to limit the misuse of property and maintain property values.  Restrictive covenants are often put in place by land developers who are developing a tract of land into a subdivision of homes.  First, the developer creates a list of covenants that restrict the use of the lots being sold in a particular subdivision, then the developer would file those covenants at the county recorder’s office.  After the covenants are filed, they will remain connected to land until the covenants expire or are terminated. Since the covenants are connected to the land, they will pass from seller to purchaser.</p>
<p>Examples of Restrictive Covenants:</p>
<ul>
<li><strong>House Requirements</strong>: Covenants may require a minimum square footage or house design, such as a one or two story house.</li>
<li><strong>Design Approval</strong>: Covenants may require any new construction plans, renovations, or other improvements to be reviewed and approved by a committee or HOA prior to being initiated.</li>
<li><strong>Business Usage</strong>: Covenants may prohibit homeowners from operating a business out of their home.</li>
<li><strong>Pet Restrictions</strong>: Covenants may limit the number and type of pets that are allowed on your property.</li>
<li><strong>Other Restrictions</strong>: Covenants may restrict home owners from storing trash in their yard, posting signs or billboards on their property, or parking vehicles on their driveways. Covenants may also require homeowners to mow their lawn every so often or upkeep their landscaping in a particular manner.</li>
</ul>
<p>This is not an exhaustive list of covenants, and it is important to research the covenants you may be subject to before purchasing a new property.  Overall, covenants are designed to maintain continuity and preserve property values within a particular neighborhood, subdivision, or group of properties.  However, some covenants may prevent you from using your property the way you would like. If you have questions or concerns related to property covenants, an experienced real estate attorney at Hartung Schroeder can help.</p>
<p>ABOUT TRAVIS BRENNER</p>
<p>Travis is an associate attorney at Hartung Schroeder. His experience includes real estate and family law, civil litigation, and working with clients to form non-profit organizations and businesses. Travis also holds a Master of Business Administration degree, which allows him to better address the needs of business clients.</p>
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