Start an Iowa Corporation

If you’ve been thinking about forming a corporation in Iowa, you might have questions and concerns about navigating the startup process. No matter where you are in the planning stages, we can help you understand and complete the requirements.

Iowa uses an online program called Fast Track Filing, which allows for the easy and quick submission of the documents required to form a corporation. However, if you find you could use additional help, consider partnering with the trusted professionals at ZenBusiness.

How do I form a corporation in Iowa?

To officially form a corporation in Iowa, your company must be registered with the Secretary of State. This occurs when you file the Articles of Incorporation. However, before you submit that filing, there are a few important considerations that need your attention.

One quick consideration is whether you’re forming a standard domestic corporation or a professional corporation. In this guide, we’ll discuss the formation process for both options (they’re pretty similar). A standard corporation is a viable option for many entrepreneurs, but a professional corporation (PC) is a bit more specialized. A professional corporation is a corporation that’s organized to offer specific services that require certain licenses, such as medicine, accountancy, or land surveying.

For a full list of the industries that can from a professional corporation, check out the Iowa Professional Corporation Act. There are a few different professions that can fall under the same business “category” and can form a PC together, but please check the act for full guidelines; often, different professions will require different PCs.

To simplify the process of forming a corporation or professional corporation in Iowa, we’ve put together 10 easy steps to form your business:

Step 1: Name your Iowa corporation

The very first step in the forming of your Iowa corporation is coming up with the right name for your company. You will need a name that is memorable and creative but not too vague and meets Iowa’s requirements regarding business names. These requirements include staying away from words that may cause your corporation to be mistaken for a government entity (such as “FBI” or “treasury”).

Add a corporation designator

Another naming requirement specifies that all Iowa corporations must include one of the following formal designations or its abbreviation:

• Incorporated (Inc.)
• Corporation (Corp.)
• Company (Co.)
• Limited (Ltd.)

Naming Requirements for a Professional Corporation

Iowa has pretty straightforward naming requirements for a professional corporation. To start, you’ll need to use the designator “professional corporation” or its abbreviation “PC.” You also need to make sure that you comply with any naming regulations for your specific industry. Check with your industry’s regulatory agency for info if you’re not sure what those requirements are. 

Make sure the name is different from other companies

Start by conducting a business name search to see if your current name picks are in use by established Iowa companies. Iowa requires that your company name be distinguishable from all companies currently on file in the database and any that are reserving a name. Without prior authorization from the Secretary of State, you will not be able to utilize certain terminologies that refer to licensed professions, such as “attorney” or “counselor.”

Reserving a Business Name

Once you have decided on the perfect name for your Iowa corporation, it might be good to reserve the name with the Secretary of State so that no one can claim it before you. The filing fee for this service is $10 and can be completed via mailing. Send to:

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

Adopting a “Doing Business As” Name

Suppose you plan to do business in Iowa under a name other than the one specified in your Articles of Incorporation. In that case, you will need to file a Fictitious Name Resolution. A fictitious business name, also referred to as a “doing business as” (DBA) name, is one that your company can use that does not have to feature the corporate designator. The fee for filing a fictitious business resolution in Iowa is $5 and can be mailed to the Secretary of State’s address listed above.

Check the federal database of business name trademarks

Lastly, if there is any aspect of your Iowa corporation that you would like to trademark at the federal level, you will need to perform a search on the United States Patent and Trademark Office (USPTO) website. Although a trademark isn’t necessary, it’s always good to check to see if a trademark already exists on your product, logo, advertising phrase, or service. 

Registering a Mark

Trademarks also exist at the state level and only apply within the borders of the state. To see if your desired business name is already trademarked, search Iowa’s trademark database on the Iowa Secretary of State site. You can also apply for your own state trademark by completing an Application for Registration of Mark with the Iowa Secretary of State. This service costs $10 and can be completed by mail to the Secretary of State or by uploading a completed application to the Business Entity Filings portal on the Secretary of State’s website.

Step 2: Appoint directors

Your Iowa corporation will need an appointed board of directors. Iowa law mandates that corporations cannot be formed without at least one appointed director. There are no specifications about where directors must reside, but they must be the legal age of adulthood (18 years) or older. Please note that Iowa requires all of your directors to be licensed in the profession(s) your business is authorized for if you’re starting a professional corporation. 

What does a corporate board of directors do?

The board of directors for your company will be responsible for looking out for the business’s best interests and listed by name and address in your Articles of Incorporation. Generally, it will be one of your directors, a shareholder, or yourself listed as the “incorporator” in your Articles of Incorporation.

Step 3: Choose an Iowa registered agent

The next step in forming your Iowa corporation is selecting a registered agent. A registered agent can be an individual or a business entity. The main function of a registered agent is to receive service of process, which means the official reception of legal documentation directed at your company, such as notices of lawsuits.

Why work with a registered agent service?

While some corporations choose to have a shareholder or director perform this function (which is certainly legal), it’s not always the best choice for your company. The following are some reasons illustrating why hiring an outside registered agent service can be better for your business:

• Being served in public: If your company is ever served legal paperwork like a summons or subpoena, these documents are delivered to your registered agent. If your agent is in-house, you run the risk of this event occurring in front of colleagues, potential clients, or investors, which could harm your business relationships.
• Freedom to focus on business: Registered agents are required to provide a valid Iowa street address (no P.O. boxes) and be available at that street address during regular business hours. Hiring an agency means you are free to focus on growing your business rather than worrying about stationing someone at the designated address every day.

Step 4: File the Iowa Articles of Incorporation

The filing of your Iowa corporation’s Articles of Incorporation represents the moment your new business is recognized as legitimate by the state government. The Articles of Incorporation entail the submission of detailed specifics about the structure and makeup of your company, both in terms of operating personnel and stock resources. You are required to file your Articles of Incorporation before you are legally permitted to conduct business in Iowa.

What information do I need to file Articles of Incorporation?

You will need the following information on hand to complete the Articles of Incorporation:

• The name, type, and purpose of the corporation
• The principal address of the corporation
• The name and valid street address of the corporation’s registered agent
• The name and address of each incorporator
• The names and addresses of all appointed directors
• The number of authorized shares of stock available
• The effective date (if other than the date of filing)

Additional Provisions:

• The purpose of the business
• Management and regulation affairs of the business
• The definition of the scope of power of the management team, such as officers, shareholders, and directors
• Par value of shares
• Personal liability of the shareholders and the debt of the company

How to Submit Articles of Incorporation

Iowa is unusual because the Secretary of State does not have an official form for the Articles of Incorporation. Entrepreneurs can submit their own Articles of Incorporation as listed in the Iowa code by mail or online via Fast Track Filing. The cost of filing is $50, no matter which method you choose. 

If you’re forming a professional corporation, the process looks very similar. You’ll be expected to provide the same information listed above, and you’ll still need to draft your own Articles. The filing fee is still $50.

Mailing Articles of Incorporations

If filing by postal mail, you’ll mail your Articles of Incorporation to:

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

Step 5: Create corporate bylaws

The creation of bylaws for your Iowa corporation represents one of the most vital moments in the birth of your business. Bylaws should be written in specific adherence to the values and goals of your company.

What should bylaws include?

They need to outline the rules of your managerial structure, operating procedures, legal regulations, and any other items deemed commensurate with your company’s image and success. Generally, bylaws are adopted at an annual meeting of directors and kept with your corporation’s records.

Step 6: Draft a shareholder agreement

You can also utilize your bylaws to draft your Iowa corporation’s shareholder agreement. Unlike the bylaws, this is a private contract that will only be viewed by your shareholders and should detail all aspects of what your shareholders can expect from the corporation as an entity. 

What to Put In a Shareholder Agreement

A few items that your shareholder agreement should address include:

• How to initiate new shareholders
• How to handle the sale and transfer of stock
• Rights of current shareholders

Make sure that every shareholder fully reads, agrees to, and signs the shareholder agreement.

Step 7: Issue shares of stock

You will be legally required to issue shares of your company’s stock. The major thing to watch out for is ensuring you never issue more than what you listed as authorized in your Articles of Incorporation. 

You can sell shares of stock internally, meaning only to directors and shareholders, or decide to go public on the bigger marketplace. Deciding to sell shares publicly comes with the added responsibility of reporting quarterly statements of your company’s stock performance to the U.S. Securities and Exchange Commission (SEC). These statements will help ensure your Iowa corporation adheres to federal law regarding stock sales.

Issuing Stock as a Professional Corporation

Professional corporations have some stricter requirements for the shares they can issue. According to Iowa state law, professional corporations can only issue shares to individuals who are licensed in the corporation’s authorized professions. The PC also can’t transfer its shares to unlicensed individuals.

Step 8: Apply for necessary business permits or licenses

The licensing and permit needs of your Iowa corporation will depend largely on the profession or industry market you are entering. Iowa does not have a statewide general business license (though some cities and counties do), so it’s necessary to look into what might be required of your company’s particular trade. 

You can learn about state licensure by visiting the Iowa Business License Information Center and searching for your specific area of need. Fees will vary by the type of license required. In general, we suggest researching what permits and licensing are needed at the local, state, and federal levels.

Step 9: File for an EIN and review tax requirements

Now, it’s time to register your Iowa corporation with the IRS and obtain your Employer Identification Number (EIN). The EIN functions for your company in much the same manner as a Social Security number functions for an individual. This number allows your business to open financial accounts, hire employees, secure loans, and pay taxes. 

Applying for an EIN is a process that you can complete for free on the IRS website. As soon as this application is completed, you will receive your EIN.

Step 10: Submit your corporation’s first report

Many states require corporations to file an annual report, but Iowa only requires a biennial report. The biennial report for your Iowa corporation will be due between Jan. 1 and April 1 of the first even-numbered year following your business’s founding. All subsequent biennial reports will be due in even-numbered years in this same bracket of months.

Biennial Reports

Biennial reports contain updated information very similar to what went into your Articles of Incorporation. You can think of this filing as your way of keeping the state government posted on basic items, such as the name and address of your registered agent and your available stock shares. List all necessary changes concerning your business in your biennial report.

The Iowa Secretary of State will contact any corporation that does not file in the appropriate time frame, and your corporation may be dissolved in a couple of months if you fail to file. The normal filing fee for your biennial report is $60 as of this writing. You can file your biennial report online using the Fast Track Filing platform.

How much does it cost to start a corporation in Iowa?

The total cost of forming your Iowa corporation will vary depending on several factors. Items such as whether you are mandated to obtain additional professional licensing or choose to engage registered agent services can make a difference in what you’ll pay to launch your business. 

At the very least, you can expect to pay $50 for the Articles of Incorporation. You can also review the list of forms and fees provided by the Secretary of State for further clarity on what might apply to your Iowa corporation. 

What are the benefits of a corporation in Iowa?

With so many business structures available, you may wonder why an Iowa corporation is the smart move to make. Most entrepreneurs who go with the corporate structure do so because of the benefits provided by that setup.

Iowa Corporation Advantages

Here are some of the bigger benefits of forming an Iowa corporation:

• Freedom from personal liability: The corporate structure keeps the business’s liability and finances separate from that of the shareholders. A lawsuit against the corporation will usually not affect your personal assets.
• Brand recognition: Corporations get more respect. Your company will have more credibility in the business community when you incorporate it and can attract more investors.
• Stock options: The fact that corporations are mandated to issue stock works in your favor as a business owner. It opens up a great deal more opportunities for growth.
• Global possibilities: Unlike other business structures that aren’t recognized outside the U.S., corporations are free to participate in the global marketplace.

Iowa Corporation Disadvantages

Like anything, forming an Iowa corporation also has a few downsides. Here are a few disadvantages you may face with this business structure:

• Detailed reporting requirements: It’s no secret that corporations are subject to significant government paperwork. Items such as the biennial report and quarterly stock statements can be tedious to keep up with.
• Double taxation: Owning a corporation means owing to the IRS twice. Your Iowa corporation will be taxed at the entity level, and your personal income from the corporation will be taxed again at the individual level.
• Management by a board: The board of directors will call the shots for the running of the business. Officers will execute those shots. For owners who like to have a bit more control, this can prove problematic.

How is an Iowa corporation taxed?

The choices you make on your Iowa corporation’s configuration will determine a great deal about how the company is taxed. A C corporation is taxed at the entity level and again at the individual level when profits are distributed among shareholders. 

S corporations do not face taxation at the entity level, as all profits pass through to the shareholders at the individual level, where they report the income on their personal tax returns.

Corporate income tax in Iowa is handled on a scaled rate that corresponds to your company’s yearly revenue. For 2024, your Iowa corporation will pay 5.5% on the first $100,000 made and 7.1% on all revenue exceeding $100,000.

A nonprofit corporation can apply for exemption from federal income tax from the Internal Revenue Service (IRS). If granted, the corporation will also be exempt from paying Iowa income taxes.

Review Iowa’s description of tax rates to gain a more comprehensive understanding of how your company will be taxed at the state level.

We can help!

Starting a business can feel like a stressful but exciting endeavor, but ZenBusiness is here to help. While we don’t currently offer formation services for a professional corporation in Iowa, we can help you form a standard corporation. We’ve also got other helpful services like registered agent service, compliance help, and more. Let us help you tackle the red tape so you can focus on what you love: building your business.