Learn all you need to know about incorporating in Iowa below. SunDoc handles business filings in all 50 states, including Iowa and would be happy to handle all or some of the incorporation paperwork on your behalf.

You don't need an attorney in order to file the paperwork needed to form a corporation, but you may well need professional consultation on numerous related matters. Nothing in this article can be construed as legal, tax or accounting advice. You should consult licensed professionals to give you specific advice for your situation.

Overview

There are several things you will need to have before you can file your articles of incorporation with the Iowa Secretary of State. First, you need to pay a filing fee to the Secretary of State. 

Next, you will need to make sure that you know who your registered agent is, what your corporate address will be, what type of corporation you would like to have, and what the name of your new corporation will be. Keep in mind that your name must be available with the state of Iowa. More information on these other stipulations can be found below.

Additionally, you’ll need to present how many shareholders you’ll have (this will depend on the corporation type you decide upon) and how many shares you’ll be authorizing the corporation to issue. 

You’ll also need to have an EIN or employer identification number in addition to the filing itself. This can be done with the IRS for no charge. 

Finally, you’ll need to know who your corporate officers will be and who any directors will be. Appointed officers can be named at your initial Board of Directors meeting, and at this meeting, you can also adopt your corporation’s bylaws. Neither your appointed officers nor your bylaws need to be filed with the state in your articles of incorporation.

It is mandatory that you file a Biennial Report with the state, beginning between January 1 and April 1 of the first even-numbered year after the calendar year in which you first incorporate your business. This state filing comes with a fee. Your Biennial Report will be a document that lists your directors and officers. To find out more about Iowa taxation, speak with a tax attorney or an accountant.

Incorporating

There are several different types of corporations you can choose from. The most common corporation type is the general stock corporation. This allows for an unlimited potential number of shareholders. Certain professionals may choose to form a professional corporation, which is mandated by the state of Iowa. Furthermore, close corporations will set a limit on the number of shareholders available, not to exceed 35. 

You may choose to have an attorney draft the necessary documents you need for incorporating from scratch. But you can also download forms supplied by the state of Iowa, which meet the minimum requirements of the Iowa Corporations Code.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Iowa corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

Keep in mind that minutes need to be kept at all board meetings. The powers of your corporation’s directors and the times and methods of your meetings must be set forth in your bylaws. These must be in accordance with relative provisions of Iowa law.

If you’d like to change the bylaws for your corporation for any reason, you need a vote of shareholders and directors at a formal board meeting. Articles of incorporation, on the other hand, can be changed only by filing an amendment with Iowa State. 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Iowa Corporate Kit page.

Registered Agent

Every Iowa corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

Before your corporation can be formed, you must check with Iowa State records via the Secretary of State to ensure that the name you’ve chosen is available. Whatever name you choose to be on your articles of incorporation must be clearly available. Other statutory requirements are in place where names are concerned as well. That is, your name cannot lead to any deception for the public, and it cannot resemble the name of another company so closely that it becomes misleading.

Remember to take your time when developing and choosing your name — both for best-branding practices and to comply with Iowa law name. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

By submitting Form SS4 to the Internal Revenue Service, you can obtain your employer identification number or EIN. There is no charge for this service. If you are interested, SunDoc can apply for an EIN on your behalf as well. Go to SunDoc’s EIN page for additional information on obtaining an EIN for your corporation.

Next Steps

If you plan to structure your company as an S Corporation, please read our article on C Corporation vs. S Corporation. The article provides general information between the two corporate tax structures.

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