Everything You Need to Know About Iowa Corporations:
Iowa Incorporation Options
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How to Incorporate in Iowa
To start a corporation in Iowa, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. You can file this document online, by fax or by mail. The articles cost $50 to file. Once filed with the state, this document formally creates your Iowa corporation.
Per Iowa Code § 490.501 (2019), every Iowa corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Iowa Business Entities Name Search and browse until you find the perfect name for your corporation. You can also secure an unused name for 120 days by completing an Application for Reservation of Name and submitting it to the Secretary of State along with a $10 filing fee.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Iowa Articles of Incorporation. Follow along with our filing instructions below:
Filing the Iowa Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Iowa doesn’t have a standard Articles of Incorporation form. Instead, you create your own articles. At minimum, you’ll need to include your corporation’s name, number of authorized shares, registered agent, registered office, and incorporator.
Better yet, skip writing your own form entirely and hire us to incorporate your Iowa business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Business Name
Your corporation’s name can’t be the same as (or too similar to) the name of another business in Iowa. Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation of one of these words. Tip: Many corporations choose to keep it simple with “Corp” or “Inc.”
2. Authorized Shares
List how many shares you want to create—you have to create at least one. You can distribute some or all of these shares later on at your organizational meeting.
3. Registered Agent
For your Iowa registered agent, list the individual Iowa resident or business (not your own) that you authorize to accept your corporation’s legal notices. Tip: Want expert, hassle-free registered agent service? Hire Northwest.
4. Registered Office
This is the Iowa street address where your registered agent will be regularly available to accept legal notifications. Tip: All the information in your articles will become part of the permanent public record of your Iowa corporation. Want to avoid the spam and solicitors that come with a publicly-listed address? Hire Northwest as your registered agent, and our address will go here.
5. Iowa Incorporator
Your incorporator is the person you authorize to sign and submit your Iowa Articles of Incorporation. The incorporator must provide their name, address and signature. Your incorporator doesn’t have to be anyone in your corporation. Tip: When you hire Northwest to form your Iowa corporation, we’ll be your incorporator.
6. Optional Provisions
You can choose to include more information in your articles, such as the names of initial directors, par value of shares, business purpose, or any other provisions not inconsistent with law. Just note that the information you provide becomes part of the public record—permanently.
Why Have a Registered Agent Form Your Iowa Corporation?
Professionals in Iowa hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Waterloo, IA. We’re on a first name basis with the people who work in the Business Services Division.
As your registered agent, we list our Waterloo registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Des Moines, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Iowa. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Iowa Corporation Is Formed?
After your Iowa Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
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 (2019) 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.
What should bylaws include?
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?
Iowa bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, IA Code § 490.1602 (2019) states that the bylaws of a corporation cannot abolish the right of a shareholder to inspect corporate records in good faith and reasonable purpose.
How do I write 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.
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.
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.
File Iowa 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.
Iowa Corporation FAQs
How can I submit the Iowa Articles of Incorporation?
You can file Iowa articles online, by fax (515-242-5953) or by mail. Mailed filings must be submitted to the following address:
Secretary of State
First Floor, Lucas Building
321 E. 12th St.
Des Moines, IA 50319
How much does it cost to start an Iowa corporation?
The Iowa Secretary of State charges a $50 filing fee to submit your Articles of Incorporation.
Hire us for a one-time fee of $275, including the state filing fees, a year of registered agent service, a business address and more.
How long does it take to start an Iowa corporation?
The fastest method is uploading your Articles of Incorporation through an Iowa Fast Track Filing account — you’ll get your approval within a day. If you choose to mail your articles, it will take anywhere from a few days to a few weeks to process.
Does an Iowa corporation need a business license?
There’s no general, statewide business license required in Iowa, but some cities and counties have local requirements. For example, Des Moines requires permits with a $570 fee for mobile food vendors, while a Waterloo pawnbroker needs to pay a $50 fee for a license to operate their business.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Iowa corporation?
A corporation formed outside of Iowa—but which conducts business in the state—is considered a foreign Iowa corporation. For example, if you incorporated in Minnesota but decide to open a storefront in Iowa, you would be a foreign Iowa corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Iowa Secretary of State. Foreign corporations are required to file the Iowa Biennial Report as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. The filing fee to start an Iowa nonprofit is $20. Iowa nonprofits must file a Biennial Report every other year, but the state does not charge a fee for that filing.
How can I get an Iowa phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Iowa Incorporation Service
Our Iowa incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Iowa corporation for $275 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Iowa Articles of Incorporation to the Secretary of State, Business Services Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Iowa Secretary of State has approved your filing, we notify you that your Iowa corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.