How to Form a Professional Corporation in Iowa

If you are a professional in Iowa looking to start your business as a corporation, a professional corporation is a legal entity that you might consider. A professional corporation is a type of corporation that is specifically designed for professionals, such as doctors, lawyers, accountants, architects, and others. The main goal of the professional corporation is to enable professionals to operate in a corporate form while enjoying certain benefits such as tax deductions.

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In this guide, we’ll walk you through the steps involved in forming a professional corporation in Iowa.

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Step 1: Choose a Name for Your Corporation

The first step in forming a professional corporation is to choose a name for your business. You must choose a unique name that is not already in use by another corporation in Iowa. You can check whether a name is available by searching the Iowa Secretary of State online database.

Your corporation’s name must contain either “professional corporation,” “professional association,” “PA,” “P.C.,” or “PC” in the official name. For example, if your name is “John Doe,” you can name your corporation as “John Doe, PC” or “John Doe, Professional Corporation.”

Step 2: Decide on Shareholders and Officers

A professional corporation must have shareholders and officers. The shareholders can be the professionals who will be working for the corporation, while the officers are responsible for managing the corporation’s daily operations. Shareholders can also act as officers.

Iowa law requires that at least one shareholder must be a licensed professional in the field that the corporation is engaged in. For example, if the corporation provides legal services, at least one of the shareholders must be a licensed lawyer. This means that not every shareholder must be a licensed professional.

Step 3: Prepare and File Articles of Incorporation

The next step is to prepare and file articles of incorporation with the Iowa Secretary of State. The articles of incorporation should include the following:

- The name of the corporation

- The number of shares authorized by the shares of the corporation

- The name and address of a registered agent for accepting legal documents on behalf of the corporation

- The name and address of each of the incorporators of the corporation

You can file your articles of incorporation online or by mail. The filing fee is $50 for paper filing and $30 for online filing.

Step 4: Draft and Approve Bylaws

Bylaws are the rules and regulations that govern how your corporation operates. You’ll need to draft bylaws for your professional corporation. These bylaws should include information on how shareholders and directors are elected, how meetings are conducted, and how profits are distributed.

The board of directors must approve the bylaws before you can operate as a corporation. Make sure to obtain a copy of the signed and approved bylaws.

Step 5: Obtain Business Permits and Licenses

Before you start doing business, you’ll need to obtain any necessary business permits and licenses. The specific permits and licenses needed depend on the type of business you’re running.

For example, if your corporation is providing medical services in Iowa, you’ll need to obtain the appropriate health care licenses from the Iowa Board of Medicine or other applicable boards. Similarly, if you operate a law firm, you’ll need to obtain a license from the Iowa State Bar Association.

Step 6: Issue Stock and Maintain Corporate Records

As a corporation, you’ll need to issue stock in your business. The number of shares and par value should be established in the articles of incorporation. This issuance will likely result in numerous blue sky filing requirements. As a licensed Professional Corporation, every director and officer of your Iowa professional corporation be licensed and found eligible by Iowa Department of Public Health.

Lastly, you’ll need to ensure that your corporation maintains proper corporate records and files required taxes. These records should include minutes of meetings, corporate tax returns, and stock transactions.

Conclusion

A professional corporation is a good choice for professionals looking to start a business in Iowa. Once you form your professional corporation, you’ll enjoy several legal and tax benefits. However, forming a professional corporation is a complex process that requires adherence to several rules.

We hope this guide helps you form your professional corporation in Iowa successfully. Good luck!

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