Iowa Corporation Formation Requirements

Articles of Incorporation

In the process of incorporating in Iowa, articles of incorporation must be filed with the Iowa Secretary of State. Iowa law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more.
  • Eligibility Requirements – None.
  • Duties – Delivering articles of incorporation to the Secretary of State for filing.
  • Listing Requirements – The name and address of each incorporator.

Corporate Purpose(s)

Iowa allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – Not required in the articles.

Director Information

  • Minimum Number of Directors – One or more.
  • Eligibility Requirements – Directors must be natural persons who are at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
  • Listing Requirements – Not required in the articles.

Officer Information

  • When incorporating in Iowa, officers are not required to be listed in the articles of incorporation.

Stock Information

  • The classes, as well as the distinguishing designation, relative rights and number of shares of each class that the corporation is authorized to issue.
  • Additionally, the articles must authorize both of the following:
    • One or more classes of shares that together have unlimited voting rights
    • One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.

Other Required Listing Information

  • The street address of the corporation’s initial registered office and the name of its initial registered agent at that office.

Optional Provisions

Iowa also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • The names and addresses of the initial directors.
  • Limitation or indemnification of director liability to the corporation or its shareholders in certain situations
  • The corporate purpose(s)
  • Regulating the powers of the corporation, its board of directors, and shareholders.
  • A par value for authorized shares or classes of shares.
  • Personal liability of shareholders for corporate debts in certain situations.

United Agent Services allows you to designate whether any or all of these provisions should be included.

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