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Form a Corporation in Iowa.

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Choosing a Corporation Name

Your Iowa corporation’s name must be noticeably 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

You can reserve a name not already taken by another entity for up to 120 days for $10.

Articles of Incorporation

Iowa state law requires that 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.

It’s also allowable to include other optional provisions 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.

Registered Agent and Office

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.

Bylaws

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.

Directors

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

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.

Taxes

The corporate tax rate for Iowa varies based on taxable net income.

Corporation information in Iowa

Learn more about incorporating in Iowa

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Iowa Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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