Want to incorporate in Iowa? Find out how to start a corporation, including tips on registering your business, information on filing fees, details about nominating corporate directors and officers, and more.
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updated November 29, 2023 · 4min read
Forming a corporation limits your liability for the corporation’s financial obligations, which means that the corporation’s creditors cannot pursue your personal assets to pay corporate debts. Forming a corporation can also protect you personally from liability if an employee is accused of doing something illegal. There may also be other benefits of incorporating, such as tax savings.
An Iowa corporation’s existence begins when you file articles of incorporation with the secretary of state, at which time you must also pay a filing fee. At a minimum, the articles must include the following:
A corporation can have different types of stock, called classes or series. These types of stocks can have different advantages, for example, one can offer voting rights while another may not. For the portion of the articles pertaining to stock structure, you must include the following information:
Before filing articles of incorporation, you should check to see if the corporation name you want is available. You can do this by searching the Iowa Secretary of State’s records online. You can reserve a corporate name for 120 days by submitting an application to the secretary of state.
Your corporation’s name must meet the following requirements:
An incorporator is responsible for signing the articles of incorporation and filing them with the secretary of state. Incorporators’ names and addresses must be listed in the articles of incorporation.
When specifying incorporators, you must adhere to the following requirements:
The management of a corporation is entrusted to its directors, who also set corporate policies. Directors are obligated to act in the best interests of the corporation and its shareholders.
Iowa law does not place any restrictions on who can serve as a director. However, the articles of incorporation or bylaws can establish eligibility requirements for directors.
A corporation in Iowa must have at least one director, but there is no upper limit on the number of directors a corporation can have. The bylaws or articles of incorporation should establish the number of directors.
A registered agent is a person or entity that a corporation designates to receive legal documents and other official correspondence on its behalf. A registered office is the registered agent’s business address.
When specifying a registered agent for your Iowa corporation, you must meet the following requirements:
All corporations formed in Iowa have the purpose of engaging in any lawful business. You do not need to state any additional purpose in the articles of incorporation.
Bylaws describe your corporation’s structure, rules, and procedures. Bylaws may include any provision for managing the business and regulating the affairs of the corporation. Typically, bylaws contain such provisions as the number of directors and the manner in which shareholders’ meetings are held and voting is conducted.
Bylaws are kept at the corporation’s principal place of business and do not need to be filed with the secretary of state.
The requirements for bylaws are as follows:
The Iowa Secretary of State requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
You can start a corporation in Iowa online in three easy steps. LegalZoom provides Iowa corporation formation and filing services, including providing a registered agent in Iowa.
by Jane Haskins, Esq.
Jane Haskins is a freelance writer who practiced law for 20 years. Jane has litigated a wide variety of business disp...
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