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Iowa Articles of Incorporation

Iowa articles of incorporation form a corporation by filing with the Secretary of State for $50, setting the name, agent, and shares. Attorney review available.

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DocDraft provides document preparation, not legal advice.

Introduction

Iowa charges a flat $50 to file the Articles of Incorporation - Profit, the same fee whether you use online Fast Track Filing or mail, and paying it is the step that creates the corporation as a separate legal entity with the Iowa Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the business. Iowa law requires the articles to set forth the corporation name, the number of shares the corporation is authorized to issue, the registered office and registered agent, and the incorporators (Iowa Code 490.202). The filing fee paid to the Secretary of State is $50, the same for online Fast Track Filing or by mail. The registered agent named in the articles must have a registered office in Iowa and agree to receive legal papers for the corporation. Iowa does not impose a franchise tax on general business corporations; the state franchise tax reaches only financial institutions such as banks and credit unions, and general corporations are instead subject to Iowa corporate income tax. After formation, for-profit corporations must file a biennial report with the Secretary of State every even-numbered year, between January 1 and April 1, with a $60 filing fee (Iowa Code 490.1621). DocDraft builds your Iowa articles of incorporation from your facts, with attorney review available before you file.

Key Things to Know

  1. 1

    Iowa's formation filing is the Articles of Incorporation - Profit, submitted to the Secretary of State for a flat $50 fee, and that filing creates the corporation as a separate legal entity.

  2. 2

    You file the articles with the Iowa Secretary of State and pay a $50 filing fee, the same for online Fast Track Filing or by mail. The Secretary of State is the filing office for forming an Iowa corporation.

  3. 3

    Iowa requires the articles to set forth the corporation name, the number of shares the corporation is authorized to issue, the registered office and registered agent, and the incorporators (Iowa Code 490.202).

  4. 4

    The registered agent named in the articles must have a registered office in Iowa and agree to accept legal papers for the corporation. The corporation must keep a registered agent on file at all times (Iowa Code 490.501).

  5. 5

    Iowa does not impose a franchise tax on general business corporations. The state franchise tax reaches only financial institutions such as banks and credit unions; general corporations are subject to Iowa corporate income tax instead.

  6. 6

    After formation, for-profit corporations must file a biennial report with the Secretary of State every even-numbered year, between January 1 and April 1, with a $60 filing fee (Iowa Code 490.1621).

  7. 7

    Articles of incorporation form a corporation. To form an Iowa limited liability company you file a Certificate of Organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.

Key decisions before you file

Before you file a Articles of Incorporation in Iowa, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.

Open the Articles of Incorporation guide

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ARTICLES OF INCORPORATION OF [CORPORATION NAME] (Iowa For-Profit Corporation, Articles of Incorporation - Profit)

The undersigned incorporator, for the purpose of forming a corporation under the Iowa Business Corporation Act (Iowa Code Chapter 490), adopts the following articles of incorporation.

Article 1. Name. The name of the corporation is [CORPORATION NAME]. The name includes a corporate designator such as Corporation, Incorporated, Company, or Limited, or an abbreviation of one of those words, and is distinguishable from other entity names on file with the Iowa Secretary of State.

Article 2. Authorized Shares. The corporation is authorized to issue [NUMBER] shares. If more than one class or series of shares is authorized, the designation, number, and relative rights, preferences, and limitations of each class or series are: [DESCRIBE, OR STATE ONE CLASS OF COMMON SHARES].

Article 3. Registered Office and Registered Agent. The street address of the corporation registered office in Iowa is [REGISTERED OFFICE STREET ADDRESS, CITY, IA ZIP], and the name of its registered agent at that office is [AGENT NAME]. The registered agent maintains an Iowa office and agrees to accept service of process for the corporation.

Article 4. Incorporators. The name and address of each incorporator signing these articles is [INCORPORATOR NAME], [INCORPORATOR ADDRESS]. An incorporator does not have to be an owner, director, or officer of the corporation.

Article 5. Principal Office. The street address of the corporation initial principal office is [PRINCIPAL OFFICE ADDRESS], and its mailing address, if different, is [MAILING ADDRESS].

Article 6. Purpose. The purpose of the corporation is to engage in any lawful business or activity for which a corporation may be organized under the Iowa Business Corporation Act.

Article 7. Directors. The number of initial directors and their names and addresses, if named, are [DIRECTOR NAMES AND ADDRESSES, OR STATE THAT DIRECTORS WILL BE NAMED IN THE BYLAWS].

Execution and filing. The incorporator signs and files these articles with the Iowa Secretary of State (Articles of Incorporation - Profit) with the $50 filing fee, online through Fast Track Filing or by mail. After the Secretary of State files the articles, a for-profit corporation must file a biennial report with the Secretary of State every even-numbered year, between January 1 and April 1, with a $60 filing fee (Iowa Code 490.1621). Iowa does not impose a franchise tax on general business corporations; the state franchise tax reaches only financial institutions. The corporation should also adopt bylaws and hold an organizational meeting of its board of directors to elect officers and authorize the issuance of the initial shares.

Dated: ____________

[INCORPORATOR NAME], Incorporator

This Iowa document follows the Iowa Business Corporation Act and the Secretary of State Articles of Incorporation - Profit form. For the generic template and other states, see the Articles of Incorporation hub.

Iowa Requirements for Articles of Incorporation

File Articles of Incorporation With the Secretary of State

An Iowa for-profit corporation is formed by filing Articles of Incorporation - Profit with the Iowa Secretary of State. The filing fee is $50, the same online through Fast Track Filing or by mail. The corporation legally exists once the Secretary of State files the articles (Iowa Code 490.202).

Corporate Name With a Designator

The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Iowa Secretary of State (Iowa Code 490.202).

Authorized Shares

The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles state the designation and number of each class or series (Iowa Code 490.202).

Registered Office and Registered Agent

The articles must state the registered office in Iowa and the name of the registered agent at that office, and the corporation must maintain a registered agent at all times (Iowa Code 490.202, 490.501).

Incorporators

The articles must state the name and address of each incorporator, and the incorporators sign the articles. An incorporator does not have to be an owner, director, or officer of the corporation (Iowa Code 490.202).

Biennial Report

For-profit corporations must file a biennial report with the Secretary of State every even-numbered year, between January 1 and April 1, with a $60 filing fee (Iowa Code 490.1621). Missing it can lead to administrative dissolution.

No Franchise Tax on General Corporations

Iowa does not impose a franchise tax on general business corporations. The state franchise tax reaches only financial institutions such as banks and credit unions; general corporations are subject to Iowa corporate income tax instead.

Corporation Versus LLC

Articles of incorporation form a corporation. To form an Iowa limited liability company you file a Certificate of Organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.

Frequently Asked Questions

In Iowa, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the business. A for-profit corporation is formed by filing Articles of Incorporation - Profit, which sets out the corporation name, the shares it is authorized to issue, its registered office and registered agent, and the incorporators (Iowa Code 490.202).

In Iowa, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. To form a limited liability company (LLC) you file a Certificate of Organization instead; an LLC has members rather than shareholders and issues no stock. Both are filed with the Iowa Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Iowa law. Choose the one that matches the entity you want.

You file the Articles of Incorporation - Profit with the Iowa Secretary of State, and the filing fee is $50 (Iowa Code 490.202). The fee is the same whether you file online through the Fast Track Filing system or by mail. Once the Secretary of State files the articles, the corporation legally exists in Iowa.

Iowa requires the articles to set forth the corporation name, which must include a corporate designator and be distinguishable from other entities; the number of shares the corporation is authorized to issue; the street address of the registered office and the name of the registered agent at that office; and the name and address of each incorporator (Iowa Code 490.202). The incorporators sign the articles.

The registered agent named in Iowa articles of incorporation must have a registered office with an Iowa street address and agree to accept legal papers for the corporation. The agent can be an individual who resides in Iowa or a company authorized to do business in Iowa. An Iowa corporation must continuously maintain a registered agent and registered office in the state (Iowa Code 490.501).

Iowa does not impose a franchise tax on general business corporations, so there is no annual franchise-tax bill like some states charge. The Iowa franchise tax reaches only financial institutions such as banks and credit unions; general for-profit corporations are subject to Iowa corporate income tax instead. This is a tax rule, not legal advice, so confirm your obligations with the Iowa Department of Revenue.

The Iowa biennial report is a filing that updates the Secretary of State on the corporation registered agent, principal office, and officers and directors. A for-profit Iowa corporation must file it every even-numbered year, between January 1 and April 1, with a $60 filing fee (Iowa Code 490.1621). Filing on time keeps the corporation in good standing; missing it can lead to administrative dissolution.

In Iowa, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Iowa articles to exist as a corporation and the bylaws to govern it day to day.