Iowa: LLC Annual and Biennial Report Requirements
The short answer
Yes. An Iowa LLC files a biennial report with the Secretary of State between January 1 and April 1 of odd-numbered years, beginning with the first odd year after its formation year. The fee is $30 online or $45 by mail or in person; once the report is 60 days late, the state may begin a notice-and-cure process that can end in administrative dissolution.
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This is the general rule in Iowa. Ezel applies current Iowa law to your specific facts and answers with citations to the statutes.
| Periodic report obligation | Yes — domestic Iowa LLCs and registered foreign LLCs must file a biennial report with the Secretary of State (Iowa Code § 489.212(1)) |
|---|---|
| Frequency and first report | Every two years. The first report is due in the first odd-numbered year after the calendar year of formation or Iowa registration; later reports are due in each following odd-numbered year (§ 489.212(3)) |
| Due date and filing window | Deliver the report between January 1 and April 1 of the applicable odd-numbered year (§ 489.212(3)) |
| Filing office and method | Iowa Secretary of State. File online through Fast Track Filing, or file by mail or in person; online filing is the lower-fee method |
| Required information | Company name; registered agent, street address, and any new agent's consent; principal-office street address; and, for a foreign LLC, formation jurisdiction and any alternate Iowa name. Information must be current and the report signed (§ 489.212(1)-(2)). The online form also asks about protected series and whether the company holds Iowa agricultural land or is a family-farm LLC |
| Filing fee and related charges | $30 online or $45 by mail or in person (Iowa Secretary of State, as of 2026-07-26) |
| Late fee and delinquency | The Secretary of State's current fee materials list no separate late charge. When the report is 60 days overdue, the Secretary may commence administrative dissolution; written notice then opens a separate 60-day cure period (§§ 489.708(2), 489.709(1)-(2)) |
| Dissolution, reinstatement, and cure | Domestic: if the LLC does not cure within 60 days after notice, the Secretary administratively dissolves it and it may act only to wind up. Reinstatement is available at any time, relates back, and costs $5; the agency form requires at least the two most recent delinquent reports and all delinquent fees. After 5 years, the application must supply an available name (§§ 489.709-.710). Foreign: a report 60 days late can trigger a termination certificate effective at least 60 days after delivery; curing before that date stops termination (§ 489.911) |
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Requirements one by one
The first report waits for the next odd-numbered year
Iowa Code § 489.212 uses the calendar year, not the LLC's anniversary. The first report
falls between January 1 and April 1 of the first odd-numbered year after the formation
year. Thus, an LLC formed at any time in 2026 files its first report in the January-to-April
2027 window. An LLC formed in 2027 first files in 2029. Registered foreign LLCs use the
same rule based on their Iowa-registration year.
Later reports use the same January 1-April 1 window in every following odd-numbered year.
Online filing costs less than paper
The Secretary of State's current filing guide lists a $30 online fee through Fast Track
Filing and a $45 fee for a report sent by mail or delivered in person. The statute lets
the Secretary set the biennial-report fee under § 489.122 rather than hard-coding that amount
in § 489.212, so the agency's current fee page is the figure to confirm before filing.
The report updates the LLC's public contact record
Section 489.212 requires the company name, registered agent and street address, any new
agent's consent, and the principal office's street address. A registered foreign LLC also
states its formation jurisdiction and any alternate Iowa name. The information must be
current when delivered and the report must be signed.
The online filing workflow prepopulates some existing information and asks the filer to
confirm any protected series. It also asks whether the LLC holds an interest in Iowa
agricultural land and whether it is a family-farm LLC, then requires an electronic signature.
A missed deadline has two separate 60-day stages
The first 60 days run from the report's due date. Under § 489.708, reaching 60 days late
creates a ground for the Secretary of State to begin administrative dissolution; it does not
itself dissolve the LLC.
The Secretary must then serve written notice. Section 489.709 gives the LLC another 60
days after service to file and cure the ground or show that it does not exist. If the company
does neither, the Secretary files the dissolution certificate. The LLC continues to exist but
may conduct only business needed to wind up and liquidate.
Domestic reinstatement has no outside deadline
Section 489.710 allows a dissolved domestic LLC to apply for reinstatement at any time.
The current agency form costs $5 and instructs a company dissolved for report delinquency
to submit at least its two most recent delinquent reports and all delinquent fees with the
application.
Within five years, the company keeps the right to its old name. After five years, the
application must state a name that is then available under Iowa law. Effective reinstatement
relates back to the dissolution date as though the administrative dissolution had not occurred.
A registered foreign LLC follows § 489.911 instead. Once its report is 60 days late, the
Secretary may issue a termination certificate whose effective date must be at least 60 days
after delivery. Curing every ground before that date stops the termination.
What trips people up
- Odd years control, not every second anniversary. The filing window is statewide:
January 1 through April 1 of odd-numbered years. - Formation year is skipped. The first filing is in the first odd year after the calendar
year of formation, which can mean 2027 for a 2025 or 2026 formation but 2029 for a 2027
formation. - Sixty days late is not immediate dissolution. It authorizes the proceeding; written
notice then starts a separate 60-day cure period. - That cure sequence is specific to ordinary dissolution grounds such as a late report.
Effective July 1, 2026, HF 2678 added a separate immediate-dissolution route when a
company concedes a Chapter 489 violation through the Secretary of State's new
fraud-related interrogatory process. - Paper costs $15 more. The current fee is $30 online and $45 by mail or in person.
- A long-delayed reinstatement may require a new name. Reinstatement remains available,
but after five years the application must use a currently available name.
Common questions
Is there a separate statutory late fee?
The current Secretary of State fee materials list the report fee and the $5 reinstatement
application fee, but no separate late-report surcharge. The larger risk is the automatic
enforcement sequence after the report is 60 days overdue.
Can I file the report on paper?
Yes. The Secretary of State accepts mail or in-person filing, but the current paper fee is
$45 rather than the $30 online fee.
Can an Iowa LLC reinstate more than five years after dissolution?
Yes. The statute says reinstatement is available at any time. The five-year mark affects the
name: after it passes, the application must state a name that is currently available.
Statutes and sources
- Iowa Code § 489.212 — report duty, contents, odd-year schedule, and filing window.
https://www.legis.iowa.gov/docs/code/489.212.pdf (accessed 2026-07-26) - Iowa Code § 489.708 — the 60-days-late ground for beginning dissolution.
https://www.legis.iowa.gov/docs/code/489.708.pdf (accessed 2026-07-26) - Iowa Code § 489.709, as amended by 2026 Iowa HF 2678 §§ 16–17 — notice,
second 60-day cure for ordinary grounds, and the separate interrogatory-concession
route.
https://www.legis.iowa.gov/docs/publications/LGE/91/HF2678.pdf (accessed 2026-07-26) - Iowa Code § 489.710 — unlimited-time reinstatement, five-year name rule, and relation
back.
https://www.legis.iowa.gov/docs/code/489.710.pdf (accessed 2026-07-26) - Iowa Code § 489.911 — foreign-registration termination and pre-effective-date cure.
https://www.legis.iowa.gov/docs/code/489.911.pdf (accessed 2026-07-26) - Iowa Code § 489.122 — $5 reinstatement application and biennial-fee authority.
https://www.legis.iowa.gov/docs/code/489.122.pdf (accessed 2026-07-26) - Iowa Secretary of State, Biennial Report filing guidance — online/paper methods,
$30/$45 fees, odd-year filing, and online-form questions.
https://help.sos.iowa.gov/how-do-i-file-biennial-report (accessed 2026-07-26) - Iowa Secretary of State, Application for Reinstatement — $5 application fee, at least
two recent delinquent reports, delinquent fees, and relation back.
https://sos.iowa.gov/business/pdf/635_2001.pdf (accessed 2026-07-26)
Source links
Every statute quoted above, linked, with the date we checked it.
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