How to Incorporate in Iowa

Iowa Secretary of State—Business Services
First Floor—Lucas Building
321 East 12th Street
Des Moines, IA 50319-1002

515.281.5204 telephone
515.242.5953 facsimile

Statutory Authority: Iowa Business Corporation Act — Iowa Code § XII-2-490 (2013)

Iowa Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the Articles of Incorporation. There is not an official form available from the Iowa Secretary of State. You must draft your own or use the template provided by reference180.wpengine.com.
3. Submit the completed documents, a photocopy of each, and filing fees to the Iowa Secretary of State.

Iowa Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Iowa:

1. Company name
2. Number and class of authorized shares
3. Registered agent name and address
4. Name and address of each incorporator
5. Signature of each incorporator
6. Date

Iowa Incorporation Fee Schedule

Application for Reservation of Name: $10.00
Articles of Incorporation: $50.00
Certificate of Authority: $100.00
Certified Copy: $5.00 plus $1.00 per page
Biennial Report: $45.00 by mail, $30.00 online
Articles of Dissolution: $5.00

Company Name

Your company name must end with a corporate designator. In Iowa the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Iowa Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Iowa requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Iowa resident or active Iowa business entity that has an Iowa street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Iowa resident and have an Iowa street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Iowa corporation. Nevertheless, Iowa permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File a Biennial Report

Registering as a Foreign Entity

1. Complete the Application for Certificate of Authority.
2. Attach a certificate of existence, or a document of similar import, duly authenticated within 90 days prior to the application, by the official having custody of corporate records in the state of incorporation.
3. Submit the completed documents, along with the $100.00 filing fee, to the Iowa Secretary of State.

Dissolving an Iowa Corporation

1. If you have not yet commenced business or issued shares, complete the “Articles of Dissolution by Incorporators or Initial Directors.”
2. If you have already commenced business and issued shares, complete the “Articles of Dissolution by Board of Directors and Shareholders.”
3. No forms are available, so you must draft your own. Submit the appropriate documents, along with the $5.00 filing fee, to the Iowa Secretary of State.

How to Incorporate in Iowa
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