Follow these eight steps to form your own Iowa corporation.
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To form a corporation in Iowa, you need to take the steps laid out below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
1. Choose a Corporate Name
Your corporation's name must be recognizably different from the names of other business entities already on file with the Iowa Secretary of State. You can check for name availability by searching the Iowa business name database. You can reserve a name for up to 120 days by filing online, by postal mail, or faxing an Application for Reservation of Name with the Secretary of State. There's a $10 filing fee. If you reserve a corporate name, you must file your Articles of Incorporation on paper, not online.
Your corporation's name must end with the word "Incorporated," "Corporation," "Company," or "Limited," or an abbreviation of one of these words.
2. Prepare and File Articles of Incorporation
You legally create your corporation by filing Articles of Incorporation with the Iowa Secretary of State. The articles must include:
- the corporate name
- corporate term (limited or perpetual)
- the number and type of shares the corporation is authorized to issue
- the name and street address of the agent for service of process
- the name and address of each incorporator
- the name and address of the corporation's President, Secretary, Treasurer, and Director, and
- the address of the corporation's principal office.
You can file your articles online or by mail. The Secretary of State's office doesn't provide an official form to use for the articles of incorporation so you can file online or create your own articles that meet the minimum legal requirements of Iowa law. (Iowa Bus. Corps. § 490.202 (2022).)
3. Appoint a Registered Agent
Every Iowa corporation must have an agent for service of process in the state. A registered agent is a person or an organization that agrees to accept legal papers on the corporation's behalf if it is sued. An agent may be someone who resides in Iowa, or a domestic or foreign business entity authorized to do business in Iowa. The registered agent must have a physical street address in Iowa. Before you appoint an agent, they should agree to accept service of process on your corporation's behalf.
4. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They aren't filed with the state. Your corporation isn't legally required to have corporate bylaws, but you should adopt them because they:
- Establish your corporation's operating rules.
- Help show banks, creditors, the IRS, and others that your corporation is legitimate.
For corporate bylaw forms and samples, check out our Corporate Bylaws customizable form, or the book Incorporate Your Business by Anthony Mancuso. Corporate kits also typically contain sample bylaws that you can base yours on.
Keep your important papers in a corporate records book, including your:
- bylaws
- articles
- stock certificates, and
- minutes of shareholder and director meetings.
You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.
5. Appoint Initial Directors and Hold a Board Meeting
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders. (That first annual meeting is when the shareholders elect the board members who will serve for the next term.) The incorporator must fill in an Incorporator's Statement showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. You don't need to file the statement with the state. For a sample Incorporators Statement, see Incorporate Your Business.
At the first board meeting, the directors:
- appoint corporate officers
- adopt bylaws
- select a corporate bank
- set the corporation's fiscal year
- authorize the issuance of shares of stock, and
- adopt an official stock certificate form and corporate seal.
Shares issued by small privately held corporations are usually exempt from federal and state securities laws. (See the Nolo Corporations FAQ for more.)
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, check out our book Corporate Minutes, by Anthony Mancuso.
6. Comply With Iowa Biennial Report Requirements
All corporations doing business in Iowa must file a Biennial Report with the Secretary of State every two years. You must file the report during the anniversary month of the corporation's formation. The report can be filed online or by mail.
7. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation, including:
EIN. Your corporation must obtain a federal employer identification number (EIN). You can get an EIN by completing an online application on the IRS website. There's no filing fee.
S Corporation Filing. If your corporation wants to elect S corporation status for tax purposes, you must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). You should file the election within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation page for details.
Business Licenses. Iowa doesn't require a general state-wide business license or permit for all businesses. However, depending on its type of business and where it's located, your corporation may need to obtain specific local and state business licenses. For details, visit the Iowa Business License Information Center.
8. If You'll Have a Foreign Corporation Doing Business in Iowa
All corporations organized outside of Iowa must register with the Iowa Secretary of State to do business in Iowa. These "foreign" corporations must appoint a registered agent (an individual or organization, as discussed above) physically located in Iowa. To register, file an Application for Certificate of Authority. You have to submit with the application a certificate of existence, issued within the last 90 days, from the Secretary of State or a similar entity of the foreign corporation's home state. You can file the form online, or by mail.
For information on the next steps to running a successful business, check out our articles on running a corporation.
Ready to start your corporation?