Iowa Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Iowa is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, officers, shares, par value, incorporators name, address and signature, initial directors names and addresses, limitation of liability of a director for any debts, and registered agent name and address.

Iowa law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Iowa is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Iowa corporations will be required to file a biennial statement every two years with the Department of State. State sends notices to the registered agent in January for the State fee payable online. The statement is due April 1st on EVEN numbered years. The statement will request updated information on the address for service of process. Failure to file the annual report may result in the company becoming inactive.

Corporations can register a Fictitious Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 490 of the Iowa Business Corporation Act of the Iowa Codes must be filed with the Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

If a company, foreign or domestic, uses a fictitious name in this state, it shall deliver to the secretary of state for filing a copy of the resolution, certified by its secretary, adopting the fictitious name.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution pursuant to Chapter Section 490.1403 of the Iowa Code.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Iowa an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Iowa Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Iowa Department of Revenue at http://www.iowa.gov/tax.

The formation document required to file an LLC in Iowa is called the Certificate of Organization. The information listed in the Certificate of Organization includes, but not limited to, the name of the company and registered agent name and street address of initial registered office.

Iowa law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Iowa is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Iowa LLC's will be required to file a biennial statement every two years with the Department of State. State sends notices to the registered agent in January for the State fee payable online. The statement is due April 1st on ODD numbered years. The statement will request updated information on the address for service of process. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register a Fictitious Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter489 of the Revised Uniform Limited Liability Company Act of the Iowa Code must be filed with the Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC"

If a company, foreign or domestic, uses a fictitious name in this state, it shall deliver to the secretary of state for filing a copy of the resolution, certified by its secretary, adopting the fictitious name.

The State of Iowa allows for the dissolution of a domestic limited liability company by filing an Articles of Dissolution pursuant to Chapter 489.702 of the Iowa Code.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Iowa Department of Revenue at http://www.iowa.gov/tax.

The formation document required to file a Not-For-Profit corporation in Iowa is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, names of the members, specific purpose, will there be members, how will the assets be distributed upon dissolution, incorporators name, address and signature, initial directors’ names and addresses, limitation of liability of a director for any debts, and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Iowa is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Iowa Not-for-profit corporations will be required to file a biennial statement every two years with the Department of State. State sends notices to the registered agent in January for the State fee payable online. The statement is due April 1st on ODD numbered years. The statement will request updated information on the address for service of process. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register a Fictitious Name (DBA) with the Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with Chapter 504 of the Revised Nonprofit Corporation Act of the Iowa Codes must be filed with the Iowa State Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

If a company, foreign or domestic, uses a fictitious name in this state, it shall deliver to the secretary of state for filing a copy of the resolution, certified by its secretary, adopting the fictitious name.

The Revised Nonprofit Corporation Act provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution, pursuant to Section 504.1403 of the of the Iowa Codes, with the Iowa Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Iowa Department of Revenue at http://www.iowa.gov/tax.