Start A Corporation In Iowa

Use our free business tools below to complete your Iowa Articles of Incorporation. This is the document you file directly with the Iowa Secretary of State to form your corporation.

If you want more, hire us to form your corporation in Iowa. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

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How to Start a Corporation in Iowa

An Iowa corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.

To start a corporation in Iowa, you’ll need to appoint a registered agent, choose a name for your business, file Articles of Incorporation with the Secretary of State, and pay a $50 state filing fee. Below, you’ll find a step-by-step guide for starting your Iowa corporation, along with instructions on everything you need to do to get it ready to do business.

 

 

 

1. Name Your Corporation

Your first step in starting your corporation is giving it a name. Your corporation name has to meet Iowa’s corporation naming requirements, which are listed in Iowa Code § 504.401. Basically, you must choose a name for your business that:

  • Includes the words “corporation” or “inc”
  • Is different from any other active Iowa business name.

Already have a business name? Check to see if it’s available.

Can I reserve a business name in Iowa?

Yes. If you want to reserve your business name but aren’t ready to officially form your corporation, you can reserve a name for 120 days by submitting an Application of Reservation of Name to the Iowa Secretary of State and paying a $10 fee.

What’s the difference between my corporation'’s name and an assumed business name?

Your corporation’s legal name is the one written on your Articles of Incorporation. An assumed business name is any other name your corporation. Corporation that want to use a fictitious business name need to submit a Fictitious Name Resolution to the state, along with a $5 filing fee.

Considering using an assumed business name? Learn How to Get an Iowa DBA.

2. Designate a Registered Agent

You will need to appoint an Iowa registered agent before you can complete your Articles of Incorporation. Your registered agent will accept important legal mail on behalf of your business. You can be your own registered agent, or you can appoint another person or a registered agent service to perform this role. Iowa corporations are required to include their registered agent’s name and address on their Articles of Incorporation and to continuously maintain a registered agent for as long as the business is active.

Learn why the pros use a registered agent service.

What does a registered agent do?

A registered agent can perform a range of services, but at the least, your registered agent must:

  • Have a physical street address in Iowa (not a P.O. box).
  • Maintain regular business hours.
  • Accept legal mail (including lawsuits) on behalf of your business and forward it to you.

Can you be your own registered agent in Iowa?

Yes, you can be your own registered agent. You will have to share your name and address on the public record and be available during regular business hours to accept service of process in person.

Can I change my registered agent after I start a corporation?

Yes. To change your registered agent in Iowa, you just need to submit a Statement of Change of Registered Agent form with the Iowa Secretary of State. It’s free to change your registered agent in Iowa.

3. Submit Articles of Incorporation

To formally start your corporation, you will need to submit your Articles of Incorporation to the Iowa Secretary of State online, by mail, or in person.

Note: Most of the information on this form will become part of the public record.

Here is the information you will need to provide about your corporation:

  • Company name. Must contain “corporation,” “inc,” or another abbreviation
  • Authorized Shares: Must include the numbers of shares the business is authorized to issue.
  • Registered agent. Indicate if they are a commercial registered agent (a business) or a non-commercial registered agent (an individual).
  • Registered agent address. Must be a physical street address.
  • Names and Addresses of Incorporators: Must include names and addresses of anyone on the initial board.

Additional information can be included in the Articles, as listed in Iowa Code §490.202.

How can I keep my personal information off the public record?

Articles of Incorporation are public documents, meaning people will be able to easily access them online. If you put your own name and address on these forms, you’re likely to be bombarded with junk mail from marketing firms.

The best way to maintain your privacy is to hire a registered agent service that will put its name and address on your business forms instead of yours.

How do I file the Iowa Articles of Incorporation?

You can file online, by mail, or in person.

By mail or in person:

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319

Online:
Iowa Fast Track Filing

Start Your Iowa Corporation Today!

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4. Get an EIN

Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.

Why does my Iowa corporation need an EIN?

The IRS requires corporations to get an EIN for their federal tax filings. If required to register with the Iowa Department of Revenue, you’ll also need your EIN. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.

How do I get an EIN for my corporation?

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

5. File the Beneficial Ownership Information Report

As of January 1, 2024, most US corporations need to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). Entities required to file the BOI Report (called reporting companies) need to provide identifying information about the company and its beneficial owners. Newly formed companies must also provide information about the company applicant.

  • Beneficial Owner: Includes everyone with at least 25% ownership stake in the corporation or with substantial control over company operations, such as senior officers and General Counsel.
  • Company Applicant: The person who filed your corporation’s Iowa Articles of Incorporation with the Secretary of State This person is also called your incorporator. Only companies formed in 2024 or later need to include company applicant information in their BOI Report.

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

What's the deadline for filing the BOI Report?

The deadline for your first BOI Report will depend on when you incorporated. If your company was formed…

  • Before 2024, you need to file by January 1, 2025.
  • In 2024, you must file within 90 days of incorporation.
  • In 2025 or later, file within 30 days of incorporation.

What information is required on the BOI Report?

New corporations must provide information about each beneficial owner and their company applicant. (Corporations formed before 2024 don’t need to give company applicant information.) You’ll also need to provide some basic company information.

Beneficial owner and company applicant information: 

  • Full name
  • Date of birth
  • Residential or business street address
  • Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

  • Legal business name
  • Any DBAs/fictitious business names
  • Business street address
  • State of incorporation
  • Employer Identification Number (EIN)

Will I need to update the BOI Report?

Yes. Whenever information that’s required on the BOI Report changes, (such as the chief officers, company name, or address) you’ll need to file an updated report within 30 days. You can use FinCEN’s E-filing system to file your updated report for free.

Does the information on the BOI Report go on the public record?

No. Unlike the information on your Iowa Articles of Incorporation, your BOI Report won’t be publicly available. The only groups that will be able to access BOI Report information are US government agencies, law enforcement, and financial institutions (for customer verification purposes).

Are there exemptions from the BOI Report?

Yes, there are 23 classes of exemption from the BOI Report. The most common exemptions include:

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

6. Write Corporate Bylaws

Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.

For more on Iowa Corporate Bylaws (including free Corporate Bylaws templates), see our Iowa Corporate Bylaws resource.

Do I need bylaws for my Iowa corporation?

Yes. Iowa Code § 490.206 notes that initial bylaws shall be adopted either by the incorporators or board of directors of a corporation. This is typically done by the board of directors at the initial organizational meeting.

You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.

How do I write corporate bylaws?

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Iowa corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

What should I include in my corporate bylaws?

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

  • Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

  • Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

  • Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

  • Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

  • Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

  • Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Corporate bylaws can make other provisions as well, assuming additions are in accordance with state law.

7. Hold an Organizational Meeting

An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.

Are there any special rules for Iowa organizational meetings?

Actions that would otherwise be taken during an organizational meeting can be taken without a meeting if the incorporators provide written consent. Additionally, an organizational meeting for an Iowa corporation can be held out in or out of the state.

8. Open a Corporate Bank Account

Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.

How do I open a bank account for my Iowa corporation?

To open a corporate bank account in Iowa, you’ll need to bring the following with you to the bank:

  • A copy of the Iowa corporation’s Articles of Incorporation
  • The corporation’s bylaws
  • The corporation’s EIN

If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.

9. File State Reports & Taxes

In Iowa, corporations file a biennial report every two years. Corporations are also subject to state taxes, including Iowa’s corporate net income tax.

What is the Iowa Biennial Report?

The Iowa Biennial Report is a filing you must submit every other year. You update information on the corporation’s principal address and the names and addresses of the corporation’s president, secretary, treasurer and at least one member of the board of directors—along with the signature and title of the person filing the report.

You must also confirm your registered agent and office (but you can’t actually update this information here — that requires a separate Statement of Change of Registered Office and/or Registered Agent form).

How much is the Iowa Biennial Report?

There is a $60 fee to file your biennial report online or by mail.

When is the Iowa Biennial Report due?

The filing is due before April 1st on even-numbered years. You don’t have to file the Iowa Biennial Report until after the first year your corporation was formed. So a business incorporated in 2020 or 2021 will have to file a biennial report in 2022, but one incorporated in 2022 can wait to file until 2024.

As Iowa reports are due every other year, these filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your biennial report for you for $100 plus the state fee.

What should I know about Iowa corporate taxes?

Iowa corporations are required to pay a corporate net income tax every year. Corporations making up to $100,000 are taxed at 5.5%. Those making between $100,000 and $250,000 have a 9% tax rate. Corporations whose net income exceeds $250,000 are subject to a rate of 9.8%.

The Iowa sales tax is 6%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 6.918%.

Do corporations have to register with the Iowa Department of Revenue?

While corporations are not uniformly required to register for business taxes, any corporation selling tangible personal property, services or products need to register for the sake of holding a permit. In addition, any corporation with employees will need to register as a withholding agent. In either case, your corporation must register with the Iowa Department of Revenue.

You can register online via the Department of Revenue or by filing an Iowa Business Tax Permit Registration (78-005) form. You’ll need your EIN before you can register.

Ready to Start a Corporation in Iowa?