Incorporate in Iowa
There are many benefits when it comes to incorporating your business. The authority for incorporating in Iowa falls under the Secretary of State, Department of Commerce, Department of Economic Development. This Division also maintains all of the corporate filings of record. The main location is in Des Moines. The various types of business structures available are Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Partnership, For Profit Corporation, Non-profit Corporation, Professional Corporation, and Limited Liability Company.
Five basic steps to incorporate in Iowa
- Incorporation in Iowa launches with reserving an entity
or corporate name. This vital step avoids name duplication.
First, search to make sure your company name is available.
You can use the free CorpNet company
name search.
The name must be discernible from any other registered Iowa business entity and any reserved names that exist on record. The name must not include any language that states or implies that the corporation is structured for a reason other than that allowed by state law and its articles of incorporation.
Additionally, the name should contain one of (or an abbreviation of) the following endings: “Incorporated,” “Corporation,” “Company,” or “Limited.” On the other hand, LLC”s cannot contain the words “Corporation”, “Incorporated”, “Limited Partnership” or the abbreviations “Corp.”, “Inc.” or “L.P.”
Fictitious business names are filed at the county level, not with the Secretary of State. Other permits and licenses may be required at the county or the city level in Iowa. The usual point of contact is the County Clerk’s Office. - Register your corporation (or LLC) with the Secretary of State.
CorpNet offers filings
of the Articles of Incorporation (for corporate structures) and
for LLCs, Articles of Organization. For foreign businesses (see
below for more information) the Application for Certificate of
Authority must be filed.
- Entity professional licenses are required for corporations, LLCs,
LLPs and LPs in certain professional categories. In order to
determine whether or not you need a license, the
Iowa
Business and Regulatory Assistance Network provides a database with the
most common licenses available.
- Conduct the first executive meeting for the corporation or
LLC and approve the Bylaws (corporations) or Operating Agreement
(LLCs). This is an official meeting and must be recorded
accordingly. (See section below about officers and documentation.)
- Apply for a Federal
Employer Identification Number (EIN) under the corporate name. You
will also have to arrange for a bank account under this number for
accounting purposes. Your financial institution will want a copy
of the EIN as well as a certificate of registration from the
Secretary of State.
Foreign and Domestic Corporations
Nearly every business organization that is recognized in Iowa is classified as a domestic or foreign business. Essentially, a domestic business organization is structured under and subject to Iowa’s laws. On the other hand, a foreign business organization that operates in the state of Iowa is one which is planned under a law other than that of Iowa’s.
Before doing business in Iowa, a foreign business has to establish if authority from the Secretary of State is first required. Carrying out business in Iowa is not outlined by the Iowa Code; rather, each circumstance is assessed individually. Instead of filing the articles of incorporation, a foreign business must submit an Application for Certificate of Authority.
Officers and documents
Bylaws preside over an Iowa corporation’s business and interactions. A corporation keeps its bylaws at its primary executive office and does not have to file them with the government. Either the incorporator or the board of directors has to approve preliminary bylaws for the corporation.
A corporation must also have a registered agent. A registered agent can be an individual or a corporation depending on the business organization. Regardless, they must be designated by the entity to accept official correspondence from the state of Iowa. The registered agent can be a resident of Iowa, or they can be an Iowa profit or nonprofit corporation, or even a foreign profit or nonprofit corporation that is eligible to conduct business in Iowa. The majority of business organizations that conduct business transactions are required to have a registered agent. In some special situations, the Iowa Secretary of State can even act as an agent.
For the most part, business organizations that conduct business in the state of Iowa must also keep up a registered office. The address has to be a street address and cannot simply be a PO Box. The registered agent’s official business address must also be the same as the registered office address.
Common Forms
- Articles of Incorporation – This is the articles of incorporation filed with the Secretary of State. For foreign corporations, the filing is called: Application for Certificate of Authority.
- Application for Reservation of Name – This form can be filed online. It results in a name search and reserves a business name for 120 days. There is also a version for foreign corporation name registration.
- Articles of Amendment – This is one of several forms used to alter or change information about the corporation.
- Statement of Change of Registered Officer or Agent – Because the registered agent is the point of contact between the corporate entity and the State of Iowa, any change must be documented with the Secretary of State.
- Articles of Dissolution – Used to dissolve a corporation. There are other forms required for mergers and consolidation.
Forming a corporation online
Incorporation in Iowa can seem like an intimidating endeavor. However, it is very possible to incorporate online by simply filing out the appropriate forms in the right order and this can be handled distantly through our services. We provide entire packages to start your corporation or LLC without eliminating important steps or documents. Mistakes can be costly.
Incorporating online is as uncomplicated as providing some primary information and deciding which type of corporation best fits your needs. CorpNet is available to help you start a corporation in Iowa and one-year Registered Agent Services is standard in our packages. We also include limitless customer support.