Iowa corporation amendments

How to Amend Iowa Articles of Incorporation

Iowa law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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From time to time you will need to change foundational elements about your business. We can help you avoid being bogged down by worries about compliance. Let’s take a closer look at amending your Iowa Articles of Incorporation, and how we can help.

Need to form your business first? Head over to our Iowa incorporation page to learn more about the process.

What are Iowa Articles of Incorporation?

Every person who wants to form a corporation in Iowa needs to file a document called Articles of Incorporation (AOI). The AOI is a legal document that is the building block of the corporation. Incorporators file their AOI with the Business Services Division of the Iowa Secretary of State’s office.

Iowa law sets out the information you need to include in your AOI. You have to include information regarding:

  • Your corporate name (as long as it complies with Iowa law) 
  • The number of shares the corporation may issue
  • Both the street address of the initial registered office and the name of its registered agent at the office address
  • Names and addresses of each incorporator

Iowa law allows you to include other information about your new corporate entity as well. That’s up to you. You could include more specific information about the initial board of directors, indemnity clauses, and how your managers will run the corporation in your bylaws if you prefer.

Step 1: Determine whether you need to change your Iowa Articles of Incorporation

You probably know the benefits of incorporating, or you would have chosen another type of business formation. You may not realize, however, that you need to remain in compliance with state law so that you keep the protections you want. Otherwise, you might think you have personal protection from a lawsuit, for example, only to find out that you lost that protection because you didn’t file the appropriate amendment to your AOI.  

Amending your AOI is necessary to keep your business information up to date. Thus, Iowa law states that you need to file Articles of Amendment anytime you change any information about your corporation listed in your AOI. Also, your corporation can add more articles to the original Articles of Incorporation.

Filing an Iowa Articles of Amendment protects the public interest. Protecting the public interest means granting access to public contact information for your corporation. Additionally, your Articles of Incorporation include important information like your registered agent for service of process. And amending your AOI allows the public and shareholders access to information for compliance and auditing purposes.

At a minimum, the Secretary of State won’t issue an Iowa Certificate of Standing unless your company complies with state law.  You need a Certificate of Standing to apply for financing and to raise capital. Additionally, you need to have a Certificate of Standing to register your Iowa corporation as a foreign corporation in another state. 

As you can see, this is an important document. Losing the ability to get one will impede your ability to grow your business. You could lose the opportunity to grow and increase your profits if you don’t remain compliant with Iowa law.

Step 2: Determine what changes you need to make in your Iowa amendment

Iowa law states that you need to file an amendment any time you change the information included in your AOI. It doesn’t matter if the information you changed is required by law or if Iowa law permits you to include that information. You may also add articles to your original AOI. You may delete an article as well, provided that the deleted article is permissive and not mandatory. 

Step 3: Attach supporting documentation for changes to your Iowa AOI

You need to be as specific as possible about what changes you want to make. Include all supporting documentation, such as voting results. Moreover, Iowa law requires you to include a statement that the shareholders of your corporation approved the amendment and the amendment complies with Iowa law. 

Step 4: Make separate filings to amend your Iowa AOI (if necessary)

The Iowa Secretary of State allows you to use other forms if you’re amending only certain items. For example, you will need to use a Statement of Change form for changing your registered office or registered agent. Additionally, you can use another form to indicate the registered agent for your corporation resigned. 

You can amend information about your address and registered agent when you file your biennial report instead.

Confused about all these requirements? We’ll guide you through the process and make it much easier for you. With our Worry-Free Compliance service, you can concentrate on running your business instead of stressing about compliance. 

That’s not all we offer. We can help you with your Iowa registered agent and amending your Iowa Articles of Incorporation as well. 

Let us help you with your Iowa Articles of Amendment

Keeping your corporation’s Articles of Incorporation up to date is necessary to remain in good standing with Iowa law. Keeping your business legally compliant is vital to your success and growth as a company. 

Running a business today is difficult. There are more demands on your time today than ever before. We understand the constraints on your time. That’s why we offer services like our Worry-Free Compliance service, which includes up to two amendments per year. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file an Iowa Articles of Amendment?

    Domestic and foreign corporations, both for-profit and nonprofit, need to file amendments to their AOI. Other business entities such as cooperative corporations, cooperative associations, domestic and foreign limited liability companies, and domestic and foreign limited partnerships may need to file as well.

  • How much does it cost to file an amendment?

    Fees change frequently, so check with the Iowa Secretary of State’s office before filing to make sure you have a current fee schedule.

  • Who can file an Iowa Articles of Amendment?

    Your original Articles of Incorporation or your company’s bylaws may authorize a person to act on the corporation’s behalf. Otherwise, a person authorized to act on behalf of the board of directors, such as the secretary, may file an amendment.

  • Where do I file an Iowa Articles of Amendment?

    You file your Iowa Articles of Amendment with the Iowa Secretary of State’s office.

  • Is an Iowa Articles of Amendment the same as an biennial report?

    No. Iowa corporations have to file corporate reports every two years. You need to file them regardless of whether information in your Articles of Incorporation has changed.

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