In Iowa, a corporation comes into existence upon filing of the articles of incorporation. The articles of incorporation is filed by one or more natural persons. The articles of association is filed with Iowa’s Secretary of State. Once the articles of incorporation is filed, the corporation gains legal existence and shall have all the powers of a natural person. It can be a party to a suit or buy and sell any property. A corporation shall be formed to serve a purpose approved by law. The corporation shall have the authority to conduct its business in a state, territory or district in possession of the United States, or in a foreign country. A corporation can appoint officers and agents for various duties and fix their compensation.
The articles of incorporation should be acknowledged and signed by the initial directors. The names and addresses of the initial directors and purpose of incorporation should be set forth in the articles of incorporation. The articles of incorporation should contain the corporate name, the number of shares authorized to issue, the names and addresses of the directors until successors are elected, and name and addresses of incorporators.
A corporation incorporated in the state of Iowa should have the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, or words or abbreviations of like import in another language in its name. The name of a corporation should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state. It should not be deceptively similar to the name of another corporation incorporated in the same state.
An organizational meeting has to be called by the directors after the incorporation for creation of bylaws, and appointment of staff for the corporation. The organizational meeting can be held in or out of the state.
Bylaws lay down internal rules and procedures for the corporation. Bylaws prescribe rules regarding the existence and responsibilities of corporate offices, the size of the board of directors, the manner and term of elections, shareholder meetings, and all other general functions of the corporation. The power to repeal or amend bylaws is vested with the board of directors. However, the articles of incorporation may provide otherwise. Emergency bylaws can be formulated in special circumstances for better governance. They are generally created concerning procedures for calling a meeting of the board of directors, quorum requirements for the meeting, and designation of additional or substitute directors.
The board of directors shall exercise all corporate powers under the authority of the corporation. All the affairs of the corporation shall be managed by the board of directors. The articles of incorporation can set forth the limitations for the powers of directors.
Every year, a meeting of the shareholders needs to be held by the corporation at a time stated or fixed by the bylaws. The meeting may be held in or out of the state in accordance to the bylaws. If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office. Failure to hold an annual meeting at the time stated in the bylaws does not affect the validity of any corporate action.