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How to Dissolve an Iowa Corporation

How do you dissolve an Iowa Corporation?

To dissolve your Iowa corporation, file Articles of Dissolution with the Secretary of State (SOS). There is no SOS dissolution form.  Draft your Articles of Dissolution and submit the document and filing fee to the Iowa Secretary of State, Business Services Division (SOS).  Iowa Articles of Dissolution must include the name of the corporation, the date dissolution was authorized, and whether the proposal to dissolve was approved by the shareholders in the manner required.

Make checks for fees payable to the Secretary of State.

Submit articles of dissolution by mail, fax, or in person:

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319
Phone: (515)281-5204
Fax: (515) 281-7142 or (515) 242-5953

Iowa Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel an Iowa Corporation?

There is a $5 filing fee to dissolve your Iowa corporation.

Do you need a Department of Taxation clearance before the Iowa Department of Commerce and Consumer Affairs will accept your dissolution?

No. You don’t need the tax clearance certificate to dissolve a corporation or LLC in Iowa.

How long does it take the state to process the filing?

Iowa SOS usually processes articles of dissolution in 1-2 days, but right now it is taking 2-3 days.

If you walk in your documents you can request to have them processed while you wait.

Can a corporation revoke its dissolution?

A corporation can revoke its dissolution within 120 days of the effective date of dissolution. You would just submit Articles of Revocation of Dissolution and the $5 filing fee to the Iowa SOS.

How long before someone can take your business name?

There is no name protection for a domestic corporation that voluntarily dissolves. The name of an administratively dissolved business is protected for five years following dissolution.

If your business was administratively dissolved and you want to start a new business with the same name BEFORE 5 years have passed, you could formally dissolve the business with the SOS and the name would become available for use.

What is the penalty if you just don’t file your biennial reports?

Iowa requires that each domestic corporation deliver a biennial report to the Secretary of State. This report must reflect the business’s affairs for the previous two years. A $45 filing fee must be included with the biennial report.

If a domestic Iowa corporation has not submitted a biennial report and fee to the SOS within sixty days after it is due, the SOS will determine that it has grounds to administratively dissolve the corporation.  If the corporation does not file the report and/or fee within sixty days after that notice, the SOS will dissolve the corporation and serve a certificate of dissolution on the corporation.

Resources:

http://www.sos.state.ia.us/business/corpfee.html#DLLC489

If you’d like help establishing another company, you may find our incorporation filing service and Iowa registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

Corporate Compliance
by Local Corporate Guides®