How to Dissolve (Close) an LLC in Iowa

If you have a limited liability company (LLC) in Iowa, you may need to shut down the business at some point. Maybe you’ve started another company or decided to relocate to another state— whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Iowa. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Iowa law requires you to gain consent of all members. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Iowa, your notice must provide a mailing to send claims to and a deadline of at least 120 days within which to file.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Iowa

In Iowa, officially dissolving your LLC includes filing a Statement of Dissolution and a Statement of Termination.

First, go to Iowa’s Fast Track Filing website to file either of them.

From the top menu, hover over “Business Filings” and select “File a Document.” 

Scroll down to the “Existing Entities” section, and click on “Entity Dissolution.”

Search for your business, and select it from the list. Below, there should also be a drop-down menu from which you can choose the statement you’re filing.

If you’ve just decided to close your LLC and haven’t finished winding up yet, choose “Statement of Dissolution.”

Fill out this next page with your electronic signature.

Review your information, and click “Add to Cart” to file your Statement of Dissolution and pay.

Once you’ve finished winding up your business, return to this website and follow the same process to file your Statement of Termination.

The fee for filing the dissolution and termination papers is $5 each.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.