How to Form an Iowa Corporation

Step 1: Choose a corporate name

Your Iowa corporation's name identifies your company and plays a part in your marketing and branding strategy. It must also comply with specific requirements under Iowa Code Section 490.401:

• Must contain "corporation," "incorporated," "company," or "limited"
• May use abbreviations: "corp.," "inc.," "co.," or "ltd."
• Must be distinguishable from existing business entities on file with the Iowa Secretary of State.

To see if your desired name is available, conduct an Iowa business search using the following steps:

1. Visit the Iowa Secretary of State's Business Entities Search website.
2. Search for your desired name and similar variations.
3. Narrow down your results and try various names until you find one that’s available.

Once you find an available name, you can reserve it for 120 days by filing an Application for Reservation of Name through the Iowa Secretary of State's website or by mail. This gives you time to file your articles of incorporation using your chosen name.

Step 2: Appoint a registered agent

Iowa law requires every corporation to maintain a registered agent and registered office within the state. Business owners in Iowa have several options for appointing a registered agent:

• Serve as your own registered agent (if you're an Iowa resident).
• Appoint an Iowa resident friend or business associate.
• Hire a professional registered agent service, like LegalZoom’s registered office in Des Moines.

Regardless of who you choose to appoint, Iowa registered agents must fulfill several requirements:

• Must be an individual who is an Iowa resident or a corporation authorized to do business in Iowa.
• Must maintain a registered office with a street address in Iowa (P.O. boxes are not acceptable).
• May use the corporation’s own business address as the registered office.
• Must be available during normal business hours to receive legal documents.

Step 3: Determine your stock structure

According to Iowa Code Section 490.601, corporations must define their stock structure in the articles of incorporation. This includes:

• Authorized shares. Maximum number of shares the corporation can issue.
• Par value. Minimum price per share (or "no par value").
• Common stock. Basic ownership shares with voting rights.
• Preferred stock. Shares with special rights or preferences (optional).

If issuing multiple classes or series of shares, the articles must specify:

• Distinguishing designation for each class (e.g., "Class A Common," "Class B Common")
• Voting rights for each class
• Dividend preferences and liquidation rights
• Conversion rights between classes
• Any restrictions on transfer

Step 4: Specify incorporators and initial directors

When starting a corporation, two important roles come into play: incorporators and directors. Incorporators are the people who sign and file the formation documents to officially create the corporation. Iowa’s requirements for incorporators include:

• Must be at least one incorporator
• Must be a natural person (not a corporation or LLC)
• Must sign the articles of incorporation
• Responsible for filing articles with the Secretary of State
• Role ends after organizational meeting or when initial directors take control

You can also appoint initial directors in your articles of incorporation, which are temporary appointments who serve until new directors are elected. Initial directors:

• May be named in articles of incorporation or elected at organizational meeting by incorporators
• If not named in articles, incorporators must hold organizational meeting within 60 days of incorporation

Step 5: Prepare your articles of incorporation

Now that you have all the information you need, you’re ready to complete your articles of incorporation, which establish your corporation's legal existence in Iowa. Under Iowa Code Section 490.202, the articles must include:

• Corporate name (meeting Iowa naming requirements)
• The number of shares the corporation is authorized to issue
• Registered agent name and registered office address
• Each incorporator’s name and address

In addition to the required information, corporations have the option to include the following:

• Initial directors' names and addresses
• A par value for authorized shares or classes of shares
• Specific corporate purposes (beyond general business purposes)
• Provisions regarding business management and regulation
• Provisions limiting director liability, in accordance with the law
• Indemnification provisions

Step 6: File your articles with the Iowa Secretary of State

The easiest way to file your articles of incorporation is through the Iowa Secretary of State's Fast Track Filing system: 

1. Create an account. Log in and go to “Business Filings.”
2. Click “File A Document,” then go to the “New Entities” menu and choose “Form an Iowa Corporation.”
3. This will bring you to a form for the articles of incorporation. Select your corporation type and fill in your business name.
4. Fill in the effective date and time, as well as the expiration date of your corporation. If you don’t have a set expiration date, choose “Perpetual.”
5. Upload the articles of incorporation you filled out in step 5, in PDF format.
6. Answer the question “Does the corporation hold an interest in agricultural land in Iowa?” by checking “yes” or “no.”
7. Fill in the rest of the required information, including stock, registered agent, incorporator, initial director, and principal office information.
8. Sign the document with a digital signature and click "Review & Pay.” 
9. Pay the required fee, which is $50 for domestic Iowa corporations. You can also pay an additional $50 for expedited, two-day processing. 
10. Review all information for accuracy and click “Submit.” You should receive a notification that your articles have been submitted.
11. You’ll be notified by email when your filing is complete. You can then print your certificate.

You can also file by mail or deliver your forms in person. Send or bring your completed articles of incorporation with the $50 domestic corporation filing fee and any additional fees for expedited service to: