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LeapLaw's 50 State Blawg  > Iowa
Sponsored by:
Corp-Link Services, Inc.
Corp-Link Services, Inc.
118 W. Edwards Street
Suite 200
Springfield, IL 62704
www.corp-links.com
Phone: (217) 789-7550
Toll Free: (888) 927-7550
Fax: (217) 789-7570



Premier Corporate Services, Inc.
Premier Corporate Services, Inc.
200 West Adams Street
Chicago, IL 60606
www.premiercorp.com
Phone: (312) 346-3606
Toll Free: (800) 934-2556
Fax: (312) 346-3607




Search posts for:

Basics Box: Iowa
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes (with account)
    Corporate: Yes (with account)
  • E File:
  • UCC: Yes (with account)
    Corporate: No
  • Expedited Services:
  • UCC: No
    Corporate: No (regular service: 5 day turnaround time)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Not officially
    Apostilles and Authentications (Iowa)
    Contact Information - Iowa Secretary of State
    Domestic Corporation Dissolution Summary (Iowa)
    Domestic Corporation Summary (Iowa)
    Foreign Qualification Summary (Iowa)
    LLC Formation Summary (Iowa)
    Most Common Reasons for Rejection of Filings in Iowa
    Recommended Service Companies (Iowa)
    UCC Filings (Iowa)

    Apostilles and Authentications (Iowa)
    Apostilles are issued by the Iowa Secretary of State. You must submit an original document notarized by an active Iowa notary. You must also provide the name of the country that the document being apostilled or authenticated is to be sent.

    Fee: $5.00.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the IA SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
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    Contact Information - Iowa Secretary of State
    Business Services
    First Floor, Lucas Building
    321 E. 12th St.
    Des Moines, IA 50319

    Phone: 515-281-5204

    Fax: 515-242-5953

    Email: sos@sos.state.ia.us

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    Domestic Corporation Dissolution Summary (Iowa)
    A corporation incorporated in Iowa may be voluntarily dissolved by delivering to the Iowa Secretary of State (IA SOS) the Articles of Dissolution according to IC § 490.1403.

    Tax Clearance: A tax clearance is not required but the corporation must be in good standing with the IA SOS.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors resolution and written consent of at least 90% of voting shareholders. By board of directors resolution and a majority of shareholders the entitled to vote.

    Articles of Dissolution:

    The IA SOS does not provide pre-printed Articles of Dissolution. The document must be drafted pursuant to IC § 490.1403.

    Execution and Filing: Articles must be filed by an officer of the company. It may be faxed file if the filer has an account with the IA SOS.

    Filing Fee: $5.00

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Iowa)
    Pursuant to Iowa Code Chapter 490 a corporation incorporating in Iowa files Articles of Incorporation with the Iowa Secretary of State (IA SOS).

    Articles of Incorporation are not pre-printed by the IA SOS and must be drafted pursuant to Iowa Code 490.202.

    Corporate Name: The corporate name must contain "corporation" "limited" "incorporated" "company," or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Iowa.

    Filing: Submit one executed original of the certificate of incorporation to the IA SOS.

    Filing Fee: $50.00


    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Iowa)
    Pursuant to the Iowa Business Corporation Act (Iowa Code Ann. § 490-1501), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority pursuant to Iowa Code Chapter 490 section 490-1503 with the Iowa Secretary of the State (IA SOS).

    The Certificate of Authority must contain:

  • The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 490.1506 ("corporation" "limited" "incorporated" "company," or abbreviation thereof).

    Name Conflict: If a foreign corporation's name is unavailable due to a conflict, the corporation may adopt a fictitious name to be used in IA and file a secretary's certificate certifying the resolution of the board.

  • The name of the state or country under whose law it is incorporated.

  • Its date of incorporation and period of duration.

  • The street address of its principal office.

  • The address of its registered office in this state and the name of its registered agent at that office.

  • The names and usual business addresses of its current directors and officers.

    Certificate of Existence: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the IA SOS.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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  • LLC Formation Summary (Iowa)
    Pursuant to the Iowa Limited Liability Company Act (Iowa Code Ann. § 490A) a limited liability company is formed by filing a Articles of Organization with the Iowa Secretary of State (IA SOS).

    House Bill 2633 is effective January 1, 2009. The new law applies to LLCs formed or qualified on or after January 1, 2009. Existing LLCs will not be subject to the new law until January 1, 2011 unless they elect to be governed by the new law.

    The Iowa Secretary of State does not provide Articles of Organization for the filing limited liability company. Pursuant to IC § 490A.303 Articles of Organization must set forth:

    LLC Name: A name for the limited liability company that satisfies the requirements of section 490A.401 which are "Limited Company" "Limited Liability Company" "L.C." or "L.L.C."

    Members: May have 1 or more members.

    Execution and Filing: The document must be typewritten or printed in black ink. Manually signed photocopies, or other reproduced copies, including facsimiles and other electronically or computer-generated copies of typewritten or printed documents may be filed.

    The document must be executed by an organizer, with the name typed beneath it.

    Filing Fee: $50.00

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Most Common Reasons for Rejection of Filings in Iowa
    The following are the most common reasons for rejection of documents filing with the Iowa Secretary of State:

  • Legal name does not contain required suffix (i.e. "corporation", "incorporated" or abbreviation "corp.", "inc.", "co.")

  • Legal name conflicts with an entity already on record.

  • Required filing fee is not submitted.

  • Check and/or document is not signed.

  • Document contains only a post office box for the registered office address. A street address is required and may be accompanied with a post office box.

    Make Sure Your Filings Are Accepted

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  • Recommended Service Companies (Iowa)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Corp-Link Services, Inc.
    118 W. Edwards Street, Suite 200
    Springfield, IL 62704
    Phone: 888.927.7550 / 217.789.7550
    Fax: 217.789.7570

    ------------------------------------------------

    Premier Corporate Services
    200 West Adams Street
    Chicago, IL 60606
    Phone: 800.934.2556 / 312.346.3606
    Fax: 312.346.3607

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    UCC Filings (Iowa)
    UCC Financing Statements are filed with the Iowa Secretary of State (IA SOS). Fixture filings are filed in the county registry of deeds where the mortgage is registered.

  • NEW National UCC Forms must be used.

  • Multiple copies are no longer required.

    Filing Fee:
    $10.00 for one or two pages.
    $20.00 for over two pages.
    $5.00 for electronic filing.

    Online Filing: Filing may be done online provided an account has been opened.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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