Some state governments use the internet to streamline the business registration process. Most states have a central website to provide new business owners with resources to make it easy to incorporate within the state. These states either allow you to fill out articles of incorporation online or provide a fill-in-the-blank template that you can download from a state website. Iowa is one of a handful of states that does not provide an articles of incorporation template. Instead, it refers business owners to the state's corporations statute and requires incorporators to draft their own paperwork by looking at the law. Preparing articles of incorporation is fairly straightforward, but if you are uncomfortable drafting your own legal documents, you can consult an attorney or download a template from an online document preparation.
Conduct a business name search. Iowa law requires all businesses to operate under a unique name that allows it to be distinctly identified. Go to the website of the Iowa Secretary of State. From there, you can perform a name search to ensure that the business name that you want to use for your corporation is not already in use by another company.
Select a registered agent for service of process. Iowa law requires corporations to designate a person or entity with a residence or office in the state to accept legal papers if the corporation is sued. The registered agent must have a registered office with a street address in the state, not a post office box. The agent can be any individual, even a shareholder, manager or director of the corporation, or any business entity that is authorized to do business in the state.
Draft the articles of incorporation. The Secretary of State website provides a link to the section of the Iowa corporations statute that lists the information that the articles must contain. At the top of a white sheet of regular-sized paper, center the title "Articles of Incorporation." Provide the required information as a numbered list including the corporation's name, the initial number of authorized shares, the name and address of the registered agent, and the name and address of at least one incorporator who is filing the paperwork. This is the minimum amount of information that the articles must contain to be accepted for filing. The statute lists additional information that the articles can contain, such as the names and addresses of the initial board of directors, but including this information is optional. Best practices recommends keeping articles as brief as possible under the law, unless special provisions are required for specific reasons. Sign and date the articles.
File the articles of incorporation with the Iowa Secretary of State's office. This can be done through the Secretary of State's website. Alternatively, you can mail the document to the Secretary's office for filing. You must include the appropriate filing fee, which is listed in the forms and fees section of the website. The mailing address is First Floor, Lucas Building, 321 E. 12th St., Des Moines, IA 50319. If you have any questions, the general phone number is 515-281-5204. If the state accepts the articles of incorporation for filing, it will stamp the document and add it to the business entity database. It is upon acceptance of the articles by the state that the corporation comes into existence.
- Failure to properly create and file the articles of incorporation may result in their rejection. If the articles of incorporation are rejected, but you have acted on behalf of the anticipated corporation, you may be personally liable for those actions.
- Iowa Code: Business Corporations - Section 490.202 Articles of Incorporation
- Iowa Secretary of State: Business Entities Search
- Iowa Secretary of State: FAQs
- FindLaw: Writing and Filing the Articles of Incorporation
- Citizen Media Law Project: Forming a Corporation
- Iowa Secretary of State: Business Entity Forms and Fees
- Iowa Secretary of State: Business Entity Filings