The Iowa Corporation’s name must be different from any other registered Iowa business entity, as well as any reserved names on file with the Iowa Secretary of State, with only a few exceptions. It also is not allowed to use language that states or implies that the corporation is organized for a purpose not allowed by state law or the corporation’s articles of incorporation. The name also may not state or imply that the corporation is organized for some purpose other than that stated in its articles of incorporation. Your new corporation’s name has to include the words “Corporation,” “Incorporated,” “Company,” or “Limited,” or abbreviations thereof
By paying $10, you can reserve an available name for up to 120 days.
State Incorporation Timelines
The incorporation timeline for Iowa is 5 weeks but can be expedited in 15 business days.
State Incorporation Filing Fees
The filing fee is $50 but can be expedited by paying an additional $50.
Articles of Incorporation
It is required by state law that Iowa’s new corporations file articles of incorporation with the Iowa Secretary of State, which also requires a $50 filing fee. These articles must meet the requirements of the Iowa Business Corporation Act.
The State of Iowa allows corporations to be formed for any lawful business activity-the business purpose of the new corporation is not required to be included in the articles. At least one person (usually an initial director or officer) must sign the articles as incorporator. The incorporator’s primary duty is to deliver the articles of incorporation to the Iowa Secretary of State.
The articles must also specify the classes, distinguishing designation, relative rights, and number of shares of each class of stock that the corporation is authorized to issue. The articles must authorize two things: one or more classes of shares that together have unlimited voting rights; and one or more classes of shares, which may be the same class or classes as those with voting rights, that together may receive the net assets of the corporation upon dissolution.
Other optional provisions can be included into the articles of incorporation for those who want to formalize additional criteria, such as special shareholder qualifications, time limits on the corporation’s existence, limits on directors’ liability in specific circumstances, and so on.
The articles of incorporation should also include the name and address of your corporation’s initial registered agent-the person you designate to receive official correspondence (legal or administrative) on behalf of your corporation. The registered agent must be either an individual who lives in Iowa and whose business office is the same as the registered office, or a corporation with a business office that is the same as the registered office.
All corporations are required to keep a copy of their bylaws at their main executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:
- Shareholders’ and directors’ meetings
- The authority, number, and tenure of directors in the board of directors
- Voting procedures
- The duties, responsibilities, and tenure of officers
- How stock is issued
- How and when annual financial information is provided to shareholders
Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws.
Corporate officers can either be listed in the bylaws or elected by the board in compliance with the bylaws. A corporation must have a chairman of the board or a president (or both), a secretary, a chief financial officer, and whatever other officers are listed in the bylaws or determined by the board.
The president, or, if there is no president, the chairman of the board, is the general manager and chief executive officer of the Iowa corporation, unless otherwise stipulated in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws state otherwise.
Requirement Reports/Ongoing Compliance
Iowa corporations must file a report with the Iowa Secretary of State’s office every even-number calendar year. The first report must be delivered between January 1 and April 1 of the first even-numbered year following the calendar year of incorporation, or by another date that the Iowa Secretary of State’s office may designate. Each biennial report must contain information regarding the two-year period immediately before the calendar year in which the report is filed, including the following information:
- The corporation’s name and its state or country of incorporation.
- The address of the corporation’s registered office and the name of its registered agent at that in-state office.
- The address of the corporation’s principal office.
- The names and addresses of the president, secretary, treasurer, and at least one member of the board of directors.
The corporate tax rate for Iowa varies based on taxable net income.