How to Start a Corporation in Iowa
To form a corporation in Iowa, you must submit the Articles of Incorporation to the Iowa Secretary of State. This is the formation document that officially registers your corporation in Iowa.
After this, you will need to draft the corporation’s corporate bylaws, as well as elect an individual to act as your initial director.
We’ll show you how to start a corporation in Iowa yourself.
Or, simply use a professional service:
Northwest ($29 + state fee)
It's Easy to Incorporate in Iowa
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For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Iowa Corporation
Choosing a business name is the first step in starting a corporation.
1. Iowa naming guidelines:
- The name you select cannot be too similar to any business that is already registered or names that have been reserved in Iowa.
- No names will be permitted that contain words creating confusion between the corporation and a government body (such as the State Department or FBI).
- If you want to use restricted words in your name (such as university, attorney, etc.) additional documentation and an appropriately licensed employee are required.
- All corporate names must include one of the following terms: “company”, “incorporated”, “corporation”, “limited”, or any abbreviations of these words.
- You are prohibited from using language in your name that implies your corporation is organized for a purpose not permitted by statute or its articles of incorporation.
Read the Iowa state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Iowa?
Your Iowa corporation name must be unique and distinguishable from other business names in Iowa. Use the Iowa Secretary of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Iowa corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Find a Domain Now
Step 2: Choose an Iowa Registered Agent
You must appoint an Iowa registered agent when registering your corporation with the Secretary of State.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Iowa registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Iowa corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
Because Iowa corporations must draft their own Articles of Incorporation, you must indicate if your corporation will issue more than one authorized share class or series.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Iowa Articles of Incorporation
You will need to file the Iowa Articles of Incorporation to set up a corporation in Iowa. You can file online or by mail with the Iowa Secretary of State. The filing cost is $50.
Iowa does NOT provide a hard-copy form of its Articles of Incorporation, but you can create your own using the provided instructions or use the online filing template.
This document will cover the basics of your corporation, including:
- Corporate name
- Corporate registered agent name and address
- The number of authorized shares the corporation is allowed to issue
- Incorporator(s) name(s) and address(es)
- Share class information, when applicable
File the Iowa Articles of Incorporation
Option 1: File Online With Iowa Fast Track Filing SystemFile Online
- OR -
Option 2: File the Articles of Incorporation by Mail or by FaxDownload Instructions
Filing Cost: $50
Iowa Secretary of State
First Floor, Lucas Building
321 E. 12th St.
Des Moines, IA 50319
Fax: (515) 242-5953
Step 5: Get an EIN for Your Iowa Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Biennial Reports, & Licensing
Iowa State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Iowa Sales Tax
Iowa Employer Taxes
If you hire employees, you will need to register for Iowa employer taxes through the Iowa Department of Revenue's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Iowa Corporation Licenses and Permits
To operate your corporation in Iowa, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Iowa Business License guide.
File the Iowa Biennial Report
You must file the Iowa Corporate Biennial Report between Jan. 1 and April 1 of the first even-numbered year following your corporation’s registration and on each even-numbered year after that. The filing fee is $60.
Iowa does NOT provide a form for the biennial report, but you can follow the state statute’s instructions to create your own. You can also use the online template by selecting “Biennial Report” from the list of documents on Iowa’s Fast Track Filing website.
Corporate Dissolution & Iowa Good Standing
How to Get an Iowa Certificate of Good Standing
A Certificate of Good Standing, known in Iowa as a Certificate of Existence, verifies that your Iowa corporation was legally formed and has been properly maintained.
To obtain a Certificate of Existence in Iowa, you must search for your corporation in the state’s online database and then print the certificate with the provided link. The fee is $5.
Obtain an Iowa Certificate of Existence
Order a Certificate Online From the Iowa Secretary of StateOrder Online
How to Dissolve a Corporation in Iowa
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Iowa corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the Iowa Secretary of State
- Close your federal and state business tax accounts with the IRS and Iowa Department of Revenue
- Close your business bank accounts
File Dissolution Documents
Iowa does NOT have a standard form for the Articles of Dissolution, but the state provides instructions for creating your own. The filing fee is $5.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
Iowa Corporation FAQ
Expect to spend a minimum of $50 to set up your corporation in Iowa. This will cover the cost of filing the Articles of Incorporation to the Iowa Secretary of State.
Bear in mind that this total does not include the cost of hiring a professional registered agent service, which is highly recommended.
Our How Much Does a Registered Agent Cost article provides a good starting point for calculating your total startup cost.
Many differences exist between LLCs and corporations concerning how they need to be managed, the taxes they must pay, and how they are structured.
In the vast majority of cases, an LLC will be the better choice for your business. The only exception to this is if you want to attract investors, which corporations excel at as a result of their corporate structure (e.g., ability to issue stock, distribute dividends, etc.).
Be sure to check our What is an LLC article for more information.
The normal turnaround of business entity filings in Iowa is around seven business days. That being said, you are able to pay extra for the following options:
- Five business days ($15)
- Two business days ($50)
For more information regarding your startup process, check out our How to Start a Corporation in Iowa article.
On balance, the process to start a corporation is very straightforward.
Having said that, because forming an LLC is simpler and more affordable, starting a corporation can seem difficult in comparison.
Corporations are also more difficult to run as a result of being subject to significant rigmarole and legal formalities.
See our How to Run a Corporation article for more information.
While the formation processes of LLCs and corporations are similar in terms of difficulty, it is far less demanding to manage an LLC than a corporation.
This is because LLCs are not subject to the strict management protocols and operational regulations of corporations, and are less expensive to maintain.
Our LLC vs Corporation article expands a little more on these differences.