Complete guide to forming LLCs, corporations, nonprofits, cooperatives, and professional entities in Iowa – with MBCA-modern statutes and competitive fees
💼
LLC Formation Fee
$50
🏢
Corporation Formation
$50
📋
Biennial Report
Varies
🌾
Business Environment
Hawkeye State
→
Iowa Entity Types – Overview
🌽 Welcome to Iowa Business Formation
Iowa offers a comprehensive menu of modern business entity types built on updated MBCA and RULLCA frameworks. Whether you're launching a startup, managing agricultural operations, forming a professional practice, or establishing a cooperative, Iowa provides competitive filing fees and streamlined online processing through Fast Track Filing.
Iowa Business Entity Menu
The Iowa Secretary of State recognizes the following business entity types:
Corporations
Business Corporation (IBCA)
Professional Corporation (PC)
Nonprofit Corporation
Foreign Corporation
Limited Liability Companies
Domestic LLC (RULLCA)
Professional LLC (PLLC)
Foreign LLC (registered)
Partnerships
General Partnership (GP)
Limited Liability Partnership (LLP)
Limited Partnership (LP)
Limited Liability Limited Partnership (LLLP)
Nonprofits & Cooperatives
Nonprofit Corporation
Unincorporated Nonprofit Association
Cooperative Associations (ch. 499, 501, 501A)
Sole Proprietorships
Trade Name (DBA) Registration
No formal filing required
Full personal liability
Key Iowa Advantages
✅ Iowa Business Benefits:
Modern statutes: MBCA-style business corporation act and RULLCA for LLCs
Competitive fees: $50 LLC and corporation formation fees
Online filing system: Fast Track Filing for 24/7 entity formation
Professional entity flexibility: PC and PLLC options for licensed professionals
Cooperative-friendly: Multiple cooperative statutes (ch. 499, 501, 501A) for ag and modern co-ops
Strong agricultural economy: Leading state for ag-tech, biofuels, and rural innovation
Business-friendly tax structure: Competitive corporate and individual income tax rates
Iowa Statutory Framework
Entity Type
Statute
Notes
Business Corporations
Iowa Code ch. 490 (IBCA)
Modern MBCA-style statute
Professional Corporations
Iowa Code ch. 496C
For licensed professionals
Nonprofit Corporations
Iowa Code ch. 504
Similar to RMNCA
LLCs
Iowa Code ch. 489 (RULLCA)
Iowa adopted RULLCA with tweaks
General Partnerships / LLPs
Iowa Code ch. 486A
RUPA-style; LLP via SOS filing
Limited Partnerships / LLLPs
Iowa Code ch. 488
Supports LLLP structures
Cooperative Associations
Iowa Code ch. 499, 501, 501A
Traditional and modern co-ops
Unincorporated Nonprofit Associations
Iowa Code ch. 501B
For small informal associations
When to Choose Iowa Formation
✅ Choose Iowa When:
Operating a business physically located in Iowa
Agricultural operations, grain elevators, or ag-tech ventures
Real estate investments in Iowa
Professional practice in Iowa (law, medicine, accounting, etc.)
If your business is formed in another state but conducts business in Iowa, you must register as a foreign entity (foreign LLC or foreign corporation) with the Iowa Secretary of State. Foreign registration requires maintaining an Iowa registered agent and filing biennial reports.
"Transacting business" in Iowa generally includes:
Having a physical office or location in Iowa
Employing workers in Iowa
Regular, ongoing sales or services to Iowa customers (beyond isolated transactions)
Owning or leasing real property in Iowa for business purposes
💡 Iowa Does NOT Have Series LLCs:
Iowa's LLC statute (ch. 489) does not implement a protected-series or "series LLC" regime like Delaware or Arkansas. If you need asset separation, consider forming multiple Iowa LLCs or structuring with LPs/LLLPs.
Quick Comparison: Iowa Entity Types
This table provides a high-level comparison of Iowa's business structures. Scroll horizontally on mobile devices.
Factor
Sole Proprietorship
General Partnership
LP
LLP
LLC
Corporation
Nonprofit
PC/PLLC
Liability Shield
❌ None
❌ Joint & several
⚠️ GPs: none; LPs: limited
✅ Yes (except own acts)
✅ Yes
✅ Yes
✅ Yes
✅ Yes (except own malpractice)
Tax Default
Schedule C
Pass-through (K-1)
Pass-through (K-1)
Pass-through (K-1)
Pass-through (or elect C-corp)
C-corp (or elect S-corp)
Tax-exempt (if 501(c) qualified)
C-corp, S-corp, or pass-through
Formation Fee
$0
$0 (if unregistered)
$50
$50
$50
$50
$20
$50
Annual/Biennial Report
❌ No
❌ No
✅ Biennial
✅ Biennial
✅ Biennial (even years)
✅ Biennial (odd years)
✅ Biennial
✅ Biennial
Owner Restrictions
1 person only
2+ persons
1+ GP, 1+ LP
2+ partners
1+ members
1+ shareholders
N/A (members/directors)
Licensed professionals only
Best Use Cases
Solo freelancers, minimal risk
Small partnerships, low formality
Real estate, passive investors
Law/accounting firms
Most small/mid businesses
VC-backed startups, going public
Charities, foundations
Lawyers, doctors, CPAs, etc.
Iowa Business Corporations (IBCA)
Statutory Framework
Iowa Business Corporation Act (IBCA) – Iowa Code ch. 490
Iowa's corporate statute is a modern MBCA-style law, periodically updated to align with national best practices. The IBCA supports:
Different classes and series of shares
Shareholder agreements for closely-held corporations
Modern merger, conversion, and domestication tools
Flexible governance provisions
Formation: Articles of Incorporation
Iowa corporations are formed by filing Articles of Incorporation with the Iowa Secretary of State (Fast Track Filing or paper).
Required Content for Articles of Incorporation
Requirement
Details
Corporate Name
Must include "corporation," "company," "incorporated," "limited," or abbreviation (Corp., Co., Inc., Ltd.)
Registered Office & Agent
Physical Iowa street address (no P.O. boxes) and name of registered agent
Authorized Shares
Number of shares authorized (and classes/series if applicable)
Incorporator
Name and address of incorporator(s)
Filing Fees & Processing
Filing Method
Fee
Processing Time
Online (Fast Track Filing)
$50
Immediate to 1-2 business days
Mail
$50
5-10 business days
Biennial Reports
Requirement
Details
Required?
✅ Yes
Frequency
Biennial (every 2 years) in odd-numbered years for Iowa corporations
Filing Method
Online via Fast Track Filing
Corporate Governance
Shareholders: Elect directors, approve major transactions (mergers, dissolutions, amendments)
Board of Directors: Manage business and affairs; delegate day-to-day operations to officers
Officers: CEO, CFO, Secretary, etc.; appointed by board
Bylaws: Required internal governance document (not filed with state; kept in corporate records)
Entity-level tax on corporate income; dividends taxed to shareholders (double taxation)
S-Corporation (election)
Pass-through tax; income flows to shareholders on K-1; must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock)
Use Cases for Iowa Business Corporations
✅ When to Choose Corporation (IBCA)
Raising venture capital or planning IPO
Want stock options/equity incentive plans for employees
Multiple classes of stock needed (preferred, common)
S-corp election for self-employment tax savings
Established corporate governance structure desired
Investor familiarity with corporate structures
❌ When to Avoid Corporation
Want maximum flexibility and minimal formality (choose LLC)
Prefer pass-through tax without S-corp restrictions (choose LLC)
Single-owner business with no investor plans (LLC may be simpler)
Want to avoid double taxation without S-corp election
Iowa LLCs are formed by filing a Certificate of Organization with the Iowa Secretary of State (Fast Track Filing).
Required Content for Certificate of Organization
Requirement
Details
LLC Name
Must include "Limited Liability Company," "LLC," or "L.L.C."
Registered Office & Agent
Physical Iowa street address and name of registered agent
Management Structure
Member-managed or manager-managed (optional to state; defaults to member-managed)
Filing Fees & Processing
Filing Method
Fee
Processing Time
Online (Fast Track Filing)
$50
Immediate to 1-2 business days
Mail
$50
5-10 business days
Operating Agreement
📋 Operating Agreement (Strongly Recommended):
While Iowa does not require you to file an operating agreement, having a written operating agreement is strongly recommended. The operating agreement governs internal operations and member relationships.
Key provisions to address:
Member capital contributions and ownership percentages
Profit and loss allocation (can differ from ownership %)
Management structure (member-managed vs manager-managed)
Voting rights and quorum requirements
Transfer restrictions and buy-sell provisions
Dissolution and liquidation procedures
Deadlock resolution mechanisms
Biennial Reports
Requirement
Details
Required?
✅ Yes
Frequency
Biennial (every 2 years) in even-numbered years for Iowa LLCs
Filing Method
Online via Fast Track Filing
Tax Treatment
LLC Type
Default Federal Tax
Can Elect
Single-member LLC
Disregarded entity (Schedule C)
C-corp or S-corp
Multi-member LLC
Partnership (Form 1065, K-1s)
C-corp or S-corp
Professional Limited Liability Companies (PLLCs)
⚠️ No Separate PLLC Statute in Iowa:
Iowa does not have a separate statutory PLLC act. Instead, licensed professionals form LLCs under ch. 489 and structure them as professional practices by complying with:
The Iowa LLC Act (ch. 489)
Relevant professional licensing statutes (medical, legal, accounting, etc.)
For marketing purposes, you can refer to these as "Professional LLCs," but the legal framework is ch. 489 plus board rules.
Who May Form a Professional LLC
Licensed attorneys
Physicians and surgeons
Dentists
Architects
Engineers
Accountants (CPAs)
Other licensed professionals (check with licensing board)
Professional LLC Requirements
Members: All members must be licensed in the same profession (or related professions if board allows)
Managers: If manager-managed, managers must be licensed professionals
Name: May need to comply with profession-specific naming rules (check licensing board)
Liability: No shield for own malpractice; LLC protects from other members' malpractice and general business debts
Iowa Does NOT Have Series LLCs
🚨 No Series LLC Structure:
Iowa's LLC statute (ch. 489) does not implement a protected-series or "series LLC" regime like Delaware or Arkansas. If you need asset separation:
Form multiple separate Iowa LLCs
Use LP/LLLP structures for tiered asset protection
Consider holding company + subsidiary LLCs
✅ When to Choose LLC
Want liability protection with pass-through tax
Flexible management and profit allocation
Operating a small/mid-sized business or real estate holdings
Professional practice (if PLLC structure works for your licensing board)
Not raising venture capital or planning IPO
Want minimal formality and maximum flexibility
❌ When to Avoid LLC
Raising venture capital (VCs prefer C-corps)
Going public (must be corporation)
Want to issue stock options/equity grants to employees (harder with LLCs)
Your profession requires PC (not PLLC) per licensing board
Partnerships: GP, LLP, LP, LLLP
General Partnership (GP)
Formation
No formal filing required: Partnership arises automatically when two or more persons carry on a business as co-owners for profit
Partnership agreement: Can be oral, written, or implied (written strongly recommended)
Optional trade name registration: If doing business under name other than partners' names
Liability
🚨 Joint & Several Liability:
Each partner is jointly and severally liable for all partnership debts and obligations. One partner's actions can bind the entire partnership and expose all partners to personal liability. GPs offer no liability protection.
A general partnership becomes an LLP by filing a Statement of Qualification with the Iowa Secretary of State
Fee: $50
Name requirement: Must include "LLP," "L.L.P.," or "Limited Liability Partnership"
Liability Protection
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, or misconduct of another partner or employee. Each partner remains liable for their own acts.
Best Use Cases
Law firms: Lawyers want protection from other partners' malpractice
Accounting firms: CPAs shielded from co-partner negligence
Architecture/engineering firms: Professional liability isolation
Consulting practices: Partner-based professional services
Limited Partnership (LP)
Structure
General partners (GPs): Manage the partnership; unlimited personal liability for partnership debts
Limited partners (LPs): Contribute capital; limited liability (capped at investment); no management control
Formation
Filing: Certificate of Limited Partnership with Iowa Secretary of State
Fee: $50
Biennial report: Required (file in even-numbered years)
Iowa recognizes LLLPs – limited partnerships where even general partners have limited liability protection. This is the modern evolution of the LP form.
Formation & Benefits
Formation: File Certificate of Limited Partnership with LLLP designation
Fee: $50
Benefit: All partners (GPs and LPs) have limited liability
Use cases: Investment funds, real-estate syndications, FLP/LLLP asset-protection structures, often combined with trust planning
Exclusively charitable, educational, or religious purpose
Want 501(c)(3) tax-exempt status
Seeking foundation grants and donations
No profit distribution to owners
Tax-deductible donations for donors
✅ When to Choose Cooperative
Member-owned, member-controlled business model
Agricultural or rural utility operations
Patronage-based distribution system
Democratic governance (one-member-one-vote)
Community ownership and economic development
Professional Entities: PC vs PLLC
Professional Corporations (PCs)
Statutory Framework
Iowa Professional Corporation Act – Iowa Code ch. 496C
Iowa's PC statute provides a corporate form designed for licensed professions (law, medicine, dentistry, accounting, architecture, engineering, etc.).
Who May Form a Professional Corporation
Attorneys
Physicians and surgeons
Dentists
Chiropractors
Veterinarians
Certified Public Accountants (CPAs)
Architects
Professional engineers
Other licensed professionals (consult licensing board)
Formation & Ownership Restrictions
Purpose: PC must be organized solely for practice of the licensed profession
Shareholders: Only licensed professionals in the same field (or entities composed of them)
Directors/Officers: Must be licensed professionals
Name: Must comply with licensing board rules (typically "P.C." or "Professional Corporation")
Filing fee: $50 (same as regular corporation)
Underlying mechanics: Tie back to IBCA (ch. 490) unless ch. 496C says otherwise
Liability
🚨 No Malpractice Shield:
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
Other professionals' malpractice (vicarious liability shield)
General business debts (rent, contracts, loans)
Each professional remains personally liable for their own professional acts and malpractice.
Professional LLCs (PLLCs)
No Separate PLLC Statute
⚠️ Iowa Has No Separate PLLC Act:
Iowa does not have a dedicated PLLC statute. Instead, licensed professionals form LLCs under ch. 489 and structure them as professional practices by complying with:
The Iowa LLC Act (Iowa Code ch. 489)
Relevant professional licensing statutes (medical, legal, accounting, etc.)
Members: All members must be licensed in the same profession (or related professions if board allows)
Managers: If manager-managed, managers must be licensed professionals
Name: May need to include profession or "PLLC" / "Professional LLC" (check licensing board rules)
Liability: No shield for own malpractice; PLLC protects from other members' malpractice and general business debts
PC vs PLLC Comparison
Factor
Professional Corporation (PC)
Professional LLC (PLLC)
Statute
Iowa Code ch. 496C + ch. 490
Iowa Code ch. 489 + licensing board rules
Structure
Corporation
LLC
Tax default
C-corp (can elect S-corp)
Pass-through (can elect C-corp/S-corp)
Formality
High (board, bylaws, shareholder meetings, minutes)
Medium (operating agreement, less formality)
Formation fee
$50
$50
Biennial report
Yes (odd-numbered years)
Yes (even-numbered years)
Liability shield
Yes (except own malpractice)
Yes (except own malpractice)
Best for
Traditional firms; S-corp tax planning; established practices
Modern firms; pass-through simplicity; flexible management
Choosing Between PC and PLLC
Choose PC When:
Your licensing board requires or strongly prefers PC structure
Want S-corp election for self-employment tax savings
Established practice culture expects corporate structure
Malpractice insurer or lender requires PC
Want traditional board/shareholder governance
Choose PLLC When:
Your licensing board permits LLC structures
Prefer pass-through tax without S-corp restrictions
Want flexible management and profit allocation
Simpler governance and less formality desired
Modern practice culture and operations
⚠️ Always Check Your Licensing Board:
Before forming a PC or PLLC, consult your Iowa licensing board (Iowa Board of Medicine, Iowa Supreme Court Attorney Disciplinary Board, Iowa Accountancy Board, etc.) to confirm:
Whether your profession allows PC and/or PLLC structures
Ownership, management, and naming requirements
Any additional registration or approval needed from the board
Formation Process & Fee Summary
Iowa Filing Fees Summary
Service
Fee
Notes
LLC Certificate of Organization
$50
Online or mail
Corporation Articles of Incorporation
$50
For-profit corporation
Professional Corporation
$50
Same as for-profit corp
Nonprofit Articles of Incorporation
$20
Reduced fee for nonprofits
Limited Partnership Certificate
$50
LP or LLLP
LLP Statement of Qualification
$50
Convert GP to LLP
Foreign LLC/Corp Registration
Varies
Check Iowa SOS for current foreign qualification fees
Name Reservation
$10
120 days
Trade Name Registration (DBA)
Varies
Filed at county level or with SOS
Biennial Report Fees
Entity Type
Report Frequency
Filing Years
LLC (domestic or foreign)
Biennial
Even-numbered years
Corporation (for-profit, domestic or foreign)
Biennial
Odd-numbered years
Professional Corporation
Biennial
Odd-numbered years
Nonprofit Corporation
Biennial
Varies by formation date
Limited Partnership
Biennial
Even-numbered years
LLP
Biennial
Varies by registration date
💡 Biennial Reporting Tip:
Iowa uses a biennial (every 2 years) reporting system rather than annual reports. LLCs file in even-numbered years; corporations file in odd-numbered years. This reduces compliance burden and costs compared to states with annual report requirements.
Step-by-Step Formation: LLC Example
Iowa LLC Formation Checklist
Choose LLC name (must include LLC/L.L.C.)
Check name availability on Iowa Fast Track Filing system
Optional: Reserve name ($10 for 120 days)
Appoint registered agent (Iowa resident or entity with IA address)
Draft operating agreement (strongly recommended; not filed)
File Certificate of Organization online ($50) or by mail ($50)
Obtain EIN from IRS (free, apply online at irs.gov)
Open business bank account
Register for Iowa taxes (sales tax, withholding if employees)
Obtain business licenses/permits as required
File biennial reports (starting in even-numbered years for LLCs)
Step-by-Step Formation: Corporation Example
Iowa Corporation Formation Checklist
Choose corporate name (must include Corp., Inc., Co., Ltd., or full word)
Check name availability on Iowa Fast Track Filing system
Optional: Reserve name ($10 for 120 days)
Appoint registered agent (Iowa resident or entity with IA address)
Draft bylaws (internal governance; not filed)
File Articles of Incorporation online ($50) or by mail ($50)
Hold organizational meeting (adopt bylaws, elect officers, issue stock)
Issue stock certificates
Obtain EIN from IRS (free, apply online at irs.gov)
Optional: File S-corp election (IRS Form 2553 within deadlines)
Open business bank account
Register for Iowa taxes (income tax, sales tax, withholding if employees)
Obtain business licenses/permits as required
File biennial reports (starting in odd-numbered years for corporations)
Ongoing Compliance & CTA/BOI Status
Annual/Biennial Compliance Requirements
Entity Type
Biennial Report Required?
Filing Years
LLC (domestic)
✅ Yes
Even-numbered years
Foreign LLC
✅ Yes
Even-numbered years
Corporation (for-profit)
✅ Yes
Odd-numbered years
Professional Corporation
✅ Yes
Odd-numbered years
Nonprofit Corporation
✅ Yes
Biennial (varies by formation date)
Limited Partnership
✅ Yes
Even-numbered years
LLP
✅ Yes
Biennial (varies by registration date)
General Partnership
❌ No
N/A
Other Ongoing Requirements
All Iowa Entities Must:
Maintain registered agent and registered office in Iowa
File biennial reports (if required) through Fast Track Filing
Keep internal records (operating agreements, bylaws, etc.)
Comply with Iowa tax filings (income tax, sales tax, etc.)
Maintain separate bank accounts (entity separation)
Update filings if name, registered agent, or address changes
Corporations Specifically Must:
Hold annual shareholder meetings
Hold board meetings (quarterly or as needed)
Maintain corporate records book (minutes, resolutions)
Issue stock certificates and maintain stock ledger
Document resolutions for major decisions
Maintain bylaws (updated as needed)
Corporate Transparency Act (CTA) & Beneficial Ownership Information (BOI)
✅ Major Update (March 2025):
FinCEN issued an interim final rule that removed BOI reporting requirements for all U.S. companies and U.S. persons under the Corporate Transparency Act.
Domestic Iowa entities (LLCs, corporations, partnerships formed in Iowa):NO BOI reporting required as of March 2025
This eliminates federal beneficial ownership reporting burden for Iowa businesses
Foreign Reporting Companies (Still Subject to BOI)
⚠️ Foreign entities registered in Iowa:
Entities formed under foreign law (e.g., Canadian corporation, Cayman Islands LLC) that register to do business in Iowa are still BOI reporting companies unless they qualify for a statutory exemption.
Deadlines for foreign reporting companies:
Already registered before March 21, 2025: April 25, 2025
Register on or after March 21, 2025: 30 days after registration
CTA/BOI Summary by Iowa Entity Type
Entity Type
BOI Reporting Required?
Iowa LLC (domestic)
❌ No (exempt as of March 2025)
Iowa Corporation (domestic)
❌ No (exempt as of March 2025)
Iowa Partnership (domestic)
❌ No (exempt as of March 2025)
Foreign entity registered in Iowa
✅ Yes (unless exempt)
My Services – Iowa Entity Formation
I handle Iowa entity formations as an attorney-led service. You work directly with me—an experienced business attorney—through the entire process.
What's included: State filing fees and a registered agent (state requirement) fee for one year. A company (LLC or Corporation) formed in one of the standard-fee states (DE, CA, WY, SC, IA) at the base price. Formation in premium-fee states (TX, MA, NV, NY, IL, TN) is available with an additional fee to cover higher state costs.
Service Packages
Starter
$500
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
Delivery Time
14 days
Number of Revisions
0
Includes:
EIN (Tax ID Number)
Basic Bylaws/Operating Agreement
Standard
$750
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
Delivery Time
5 days
Number of Revisions
2
Includes:
EIN (Tax ID Number)
Customized Bylaws/Operating Agreement
30min Consultation
Advanced
$850
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.