If a Board of Directors has been appointed for the Iowa Corporation, then the Board is required to adopt a resolution to Dissolve the IA Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Iowa Corporation.

If an Iowa Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.

If no shares have been issued then the Iowa Corporation Dissolution process is easier.

The Iowa Secretary of State will not approve the Dissolution of a IA Corporation until all required administrative reports have been filed.

All creditors of an Iowa Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.

While the Iowa Secretary of State does not legally require the publication of a Notice of Dissolution of an Iowa Corporation, publication is a good way to notify anyone who might have a claim against the Iowa Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the IA Corporation after the Iowa Corporation has been dissolved.

The Iowa Secretary of State will definitely not approve the Dissolution of an Iowa Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

If the Iowa Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the IA Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.

If there are any business accounts that have been opened for the Iowa Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Iowa Corporation which could lead to legal problems.

If the Iowa Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Iowa Corporation may have.  This includes business registration licenses as well as reseller permits.

A Dissolved Iowa Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Iowa Corporation has been legally Dissolved so that it may take the appropriate actions.

A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Iowa Corporation.  Once the IRS links an EIN to an Iowa Corporation, that EIN stays with the Iowa Corporation even after the Company has been Dissolved by the Iowa Secretary of State.

When the IRS processes the final tax return for the Iowa Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.

If you should decide to revive the Iowa Corporation down the line the IRS will reactivate the old EIN for your new Business.

Before an Iowa Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Iowa Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Iowa Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.

In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.