Do I need a lawyer to Incorporate in Iowa? |
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The short answer is no.
The state of Iowa does not legally require a lawyer to form an
Iowa Corporation.
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The short answer is no.
The state of Iowa does not legally require a lawyer to form an
Iowa Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming an Iowa Corporation.
However, if there is anything about Incorporating in Iowa
that you're not sure about you should seek the advice of a competent Iowa lawyer, an Iowa accountant,
or both before you Incorporate in Iowa.
Once you have made the decision to Incorporate in Iowa, an Iowa lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Iowa Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Iowa?
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You are not legally required to reserve a Company Name for a new Iowa Corporation before you submit your application to Incorporate in
Iowa.
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You are not legally required to reserve a Company Name for a new Iowa Corporation before you submit your application to Incorporate in
Iowa.
Whether or not you need to reserve a company name for your new Iowa Corporation depends entirely on your business situation.
The Iowa Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Iowa Company Name.
Click here for more information on
Iowa Company Name Reservation
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What if the Iowa Corporation Name I want is already taken?
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If the Name you have chosen for your new Iowa Corporation is already in use by a currently active
Iowa Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the county recorder in each Iowa county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Iowa Corporation is available before we submit
your Incorporation filing to the Iowa Secretary of State.
If necessary we can register a DBA Name in Iowa for you so that you can open your new Iowa business as quickly as possible.
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What do I have to do to Incorporate in Iowa?
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8 things you have to do in order to Incorporate in Iowa.
1. Choose a name for your Iowa Corporation
2. Select an official address and a Registered Agent for your Iowa Corporation
3. Choose a Board of Directors for your Iowa Corporation
4. Decide who will be Officers for your Iowa Corporation
5. Determine how you want your Iowa Corporation to be taxed
6. File Articles of Incorporation with the Iowa Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Iowa Corporation
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Your Iowa Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Iowa Corporation name that you choose must be distinguishable from the name of any other registered Iowa Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Iowa.
Your Iowa Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Iowa Corporation name must not be a name that is likely to mislead the public.
The name of an Iowa Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Iowa Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Iowa Secretary of State (and pay a fee).
We will:
- Check to make sure that your Iowa Corporation name is available
- Make sure your Iowa Corporation name conforms to state of Iowa regulations
- Reserve your Iowa Corporation name with the Iowa Secretary of State
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2. Select an official address and a Registered Agent for your Iowa Corporation
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Every Iowa Corporation must have an address that is physically located in the state of Iowa.
This address is "registered" with the Iowa Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Iowa to receive all correspondence on behalf of the Iowa
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Iowa Corporations hire a Registered Agent because they don't have a physical
address within the state of Iowa or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Iowa Corporation.
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3. Choose a Board of Directors for your Iowa Corporation
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All Iowa Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Iowa Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Iowa Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Iowa or shareholders of the Iowa Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Iowa Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Iowa Corporation
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The Board of Directors elects Officers for your Iowa Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Iowa Corporation.
Officers handle the day to day operation of the Iowa Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Iowa Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Iowa Corporation.
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5. Determine how you want your Iowa Corporation to be taxed
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The Iowa Corporate Income Tax Rate is variable depending on the annual net income of the Iowa Corporation.
Iowa Corporate Income Tax Rates vary from 6 to 12%.
You may form an S Corporation in Iowa.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Iowa Corporate Income Tax.
The Corporate Tax structure in the state of Iowa consists of four tax brackets:
- First $25,000 - 6%
- Next $75,000 - 8%
- Next $150,000 10%
- Over $250,001 - 12%
Click here for more Iowa Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Iowa Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Iowa Secretary of State
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In order to form a Corporation in Iowa you must file Articles of Incorporation with the Iowa Secretary of State.
The Articles of Incorporation must include certain specific information about your Iowa business. If the Articles do not conform exactly to state of Iowa requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Iowa Corporation but you will have to pay a fee to the state of
Iowa in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Iowa Corporation.
All Iowa Corporations are required to have an FEIN.
- We can obtain an FEIN for your Iowa Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Iowa Corporation.
When you form your Iowa Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Iowa Corporations hold 100% of the shares.
Stockholders in a Iowa Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Iowa Corporation is able to make all Corporate business decisions.
Iowa Corporations usually hold at least 51% of the corporate stock in order to retain control of the Iowa Corporation.
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What do I have to do after I form my Iowa Corporation? |
6 things you have to do after you Incorporate in Iowa.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Iowa for your IA Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Iowa Corporation reports
6. Keep proper records of your Iowa Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Iowa Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Iowa Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Iowa Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Iowa law or
the Iowa Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Iowa office.
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2. Open a Business Bank Account in Iowa
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It's very important that you have a separate business bank account for your Iowa Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Iowa Incorporation package.
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Note that forming an Iowa Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
An Iowa Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Iowa Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Iowa Corporation vary depending on your business activities
and the specific locations within the state of Iowa in which you want to conduct business.
If your Iowa Corporation will be selling products in Iowa you may be required to obtain a Reseller's Permit from the appropriate
Iowa state agency.
If your Iowa Corporation will be selling products in Iowa you will also be responsible for all applicable local and state of Iowa
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Iowa Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Iowa Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Iowa Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Iowa Corporation into a form that complies with all
state of Iowa requirements.
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5. File the required Iowa Corporation reports
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An initial Iowa Corporation Biennial Report must be filed with the Iowa Secretary of State between January 1 and April 1 of the first even-numbered year following the calendar year in which the Iowa Secretary of State approved the Articles of Incorporation of the IA Corporation.
For example, if the Iowa Corporation was registered with the Iowa Secretary of State on April 1, 2014, the initial Iowa Biennial Report would be due at the Iowa Secretary of State by April 1, 2016.
If the Iowa Corporation was registered with the Iowa Secretary of State on April 1, 2015, the initial Iowa Biennial Report would also be due at the Iowa Secretary of State by April 1, 2016. | Subsequent Iowa Corporation Biennial Reports must be delivered to the Iowa Secretary of State between January 1 and April 1 of the following even-numbered calendar years after the year in which the Iowa Corporation filed its initial Biennial Report with the IA Secretary of State.
For example, if the Iowa Corporation filed its initial Biennial Report with the Iowa Secretary of State on April 1, 2014, the initial Iowa Biennial Report would be due at the Iowa Secretary of State by April 1, 2016. | | If an Iowa Corporation does not file its Corporation Annual Report by the due date then that Iowa Corporation will eventually be administratively dissolved by the Iowa Secretary of State. |
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We can fill out and file any Biennial Report with the Iowa Secretary of State after your Iowa Business gets going.
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6. Keep proper records of your Iowa Corporation on file
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Keep the following records on file and available at the principal business office of your Iowa Corporation:
- Names and addresses of all Directors and Officers of the Iowa Corporation
- Articles of Incorporation for the Iowa Corporation and any Amendments to them
- Corporate Bylaws for the Iowa Corporation and any Amendments to them
- List of current shareholders of the Iowa Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Iowa Corporation
- Copies of all tax returns and Annual Reports for the Iowa Corporation for the last 3 years
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What information do I need in order to Incorporate in Iowa? |
In order to Incorporate in Iowa you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Iowa you'll need the following information about your new Company:
- The name of your new Iowa Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Iowa (not a PO Box)
- Name and address of your Iowa Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Iowa Corporation
- Names and addresses of the initial Directors of the Iowa Corporation
- The number of shares of stock that the Iowa Corporation will be authorized to issue
- The par value of the shares which the Iowa Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Iowa becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Iowa.
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How long does it take to Incorporate in Iowa? |
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Processing times for new Iowa Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Iowa Articles of Incorporation takes the state around 2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Iowa LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE IOWA SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Iowa Secretary of State.
In our experience 2 business days is the time it usually takes the Iowa Secretary of State to process
a new Iowa Corporation application.
We get your Iowa Corporation application to the IA Secretary of State ASAP.
Once it is at the state we have no control over the new Iowa Corporation application process.
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Are there any Expedited Processing Options for new IA Corporation Filings?
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| The Iowa Secretary of State does not offer any expedited filing options for new Iowa Corporation filings. |
How much does it cost to Incorporate in Iowa? |
The state of Iowa charges $57.00 to Incorporate in IA.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the IA Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Iowa our processing fees are $125.00.
We start processing your new Iowa Corporation order as soon as we get it.
Total cost includes:
- IA Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Iowa Secretary of State
- Certified Copies of Articles
- Iowa Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Iowa Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Iowa then you will
most likely need to form a Iowa Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Iowa then you will
most likely need to form a Iowa Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Iowa Secretary of State.
Depending on exactly what it is that you want to do in Iowa, approval from a specific Iowa state agency or board may be required before the IA Secretary of State will approve a new
Iowa Professional Corporation filing.
This could add to the total processing time for a new Iowa Corporation.
Click here for more information on an
Iowa Professional Corporation.
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Iowa Foreign Corporation Qualification |
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You want to do business in the state of Iowa but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Iowa you must register with the Iowa Secretary of State as
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You want to do business in the state of Iowa but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Iowa you must register with the Iowa Secretary of State as
an Iowa Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Iowa is called Iowa Corporation Foreign Qualification.
The process of Iowa Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Iowa.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Iowa Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Iowa Foreign Corporation.
Click here for specific requirements for
Iowa Corporation Foreign Qualification.
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