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Home | Business & Tax | Incorporation | Iowa Incorporation


Form an Iowa Corporation



Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.



When incorporating in Iowa with LegalZoom, we not only file your articles of incorporation with the Iowa Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Iowa corporation.

Iowa Incorporation Information

Incorporating in Iowa

Corporate Name:

The name of an Iowa corporation:
  • Must be distinguishable from any other registered Iowa business entity and any reserved names on record, subject to certain exceptions under state law
  • May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation.
LegalZoom allows you to choose up to 3 names for your Iowa corporation, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name must contain one of (or an abbreviation of) the following endings, or words or abbreviations of like import in another language:
  • "Incorporated"
  • "Corporation"
  • "Company"
  • "Limited"
Articles of Incorporation:

In order to incorporate in Iowa, articles of incorporation must be filed with the Iowa Secretary of State. Iowa law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more.
  • Eligibility Requirements: None.
  • Duties: Delivering articles of incorporation to the Secretary of State for filing.
  • Listing Requirements - The name and address of each incorporator must be listed on the articles.
Corporate Purpose(s): Iowa allows a corporation to be formed for any lawful business activity There is no need to state the purpose of the corporation in the articles.

Director Information:
  • Minimum Number of Directors: One or more.
  • Eligibility Requirements: Directors must be natural persons who are at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
  • Listing Requirements: The names of directors are not required in the articles.
Stock Information:
  • The classes, as well as the distinguishing designation, relative rights and number of shares of each class that the corporation is authorized to issue, must be listed in the articles.
  • Additionally, the articles must authorize both of the following: (1) One or more classes of shares that together have unlimited voting rights and (2) One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
Optional Provisions:

Additional provisions may be included in the articles of incorporation, such as:
  • The names and addresses of the individuals who are to serve as the initial directors.
  • The purpose or purposes for which the corporation is organized.
  • Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.
  • A par value for authorized shares or classes of shares.
  • The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.
  • Any provision that is required or permitted to be set forth in the bylaws.
  • A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, to the fullest extent permitted by law.
Bylaws:

Bylaws govern an Iowa corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The incorporator or the board of directors must adopt initial bylaws for the corporation. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.

Registered agent:

Every Iowa corporation must have a registered agent in Iowa -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
  • Eligibility Requirements - The registered agent must be either (1) a resident individual of this state whose business office is the same as the registered office or (2) a corporation with authority to transact business in this state whose business office is the same as the registered office.
Professional Corporations:

Under Iowa law, a professional corporation is formed in order to render services within one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals. Professional corporations generally may not engage in any other business and must comply with particular conventions in its choice of corporate name.

Biennial Report:

A report must be filed with the Iowa Secretary of State 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 on another date that the Iowa Secretary of State may specify. Each biennial report must contain information regarding the two-year period immediately preceding the calendar year in which the report is filed. This report must indicate:
  • The corporation's name and its state or country of incorporation;
  • The address of its registered office and the name of its registered agent at that office in this state, along with the consent of any new registered agent;
  • The address of its principal office; and
  • The names and addresses of the president, secretary, treasurer, and one member of the board of directors.
Income Tax Rate: For information on the Iowa state income tax rate, visit: http://www.state.ia.us/tax/

S Corporations:

S corporation status is recognized by the Iowa Secretary of State.

Iowa Filing Fees: In addition to preparation of your incorporation documents, LegalZoom will also file them with the appropriate state agency. Currently, the state of Iowa charges $50 to file articles of incorporation.