Iowa requires most registered business entities to file a Biennial Report with the Iowa Secretary of State. This means the report is due every two years and updates the state with current information about your entity, helping to maintain its active status and good standing. The specific filing year (odd or even) depends on your entity type. In addition to this, there are annual tax-related filings with the Iowa Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Iowa is crucial for your entity’s legal operation. While Iowa generally does not impose a direct monetary late fee for the Biennial Report itself, failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Administrative Dissolution/Revocation: If the Biennial Report is not filed within 60 days of its due date, the Iowa Secretary of State will administratively dissolve your domestic entity or revoke the authority of your foreign entity to transact business in Iowa.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Iowa courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and an “Application for Reinstatement” through the Fast Track Filing website.
Specific Requirements by Entity Type in Iowa:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Iowa:
Biennial Report (Iowa Secretary of State):
Frequency: Biennially (every two years).
Filing Period: Annually between January 1st and April 1st.
Due Date: By April 1st of the designated filing year.
Filing Method: Can be filed online through the Iowa Fast Track Filing system or by mail. Online filing is generally preferred and often has a lower fee.
For Corporations (For-Profit & Professional) in Iowa:
Filing Fee for Biennial Report:$60.00 (online) or $45.00 (mail). Note: The Iowa SOS website states $60 online, but other sources indicate $30 online, so it’s wise to verify the current exact fee directly on the SOS website when filing.
Iowa Corporate Income Tax (Iowa Department of Revenue – Form IA 1120):
Frequency: Annually.
Due Date: By the last day of the 4th month following the close of your taxable year (e.g., April 30th for calendar year filers).
No Annual Franchise Tax: Iowa does not have a separate corporate franchise tax based on the privilege of doing business.
Extensions: Iowa automatically grants a six-month extension to file corporate income tax returns. This is an extension to file, not an extension to pay; payment is still due by the original deadline.
Filing Fee for Biennial Report:$30.00 (online) or $45.00 (mail).
Iowa Income Tax: LLCs are generally treated as pass-through entities for Iowa income tax purposes (unless they elect to be taxed as corporations). Income and losses are reported on the owners’ individual Iowa income tax returns. Iowa does not impose a separate state-level income tax on the LLC itself if treated as a partnership or disregarded entity.
Pass-Through Entity Tax (PTET) Election (Iowa Department of Revenue – Form PTET):
For tax years beginning on or after January 1, 2022, qualifying pass-through entities (including LLCs taxed as partnerships or S-corporations) can elect to pay Iowa income tax at the entity level.
If elected, the entity files the PTET form and pays the tax. This can potentially offer a workaround for the federal SALT (State and Local Tax) deduction limitation.
Due Date: The PTET election and payment deadline for a tax year is generally the original due date of the partnership or S corporation return (e.g., April 30th for calendar year filers).
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Iowa:
In addition to the Biennial Report (for LPs, LLPs, LLLPs, and some GPs):
General Partnerships (GPs): Generally, GPs formed by agreement are not required to file a Biennial Report with the Iowa Secretary of State unless they have filed a Statement of Partnership Authority.
Filing Fee for Biennial Report:$30.00 (online) or $45.00 (mail).
Iowa Partnership Return of Income (Iowa Department of Revenue – Form IA 1065):
Frequency: Annually.
Due Date: By the last day of the 4th month following the close of the taxable year (e.g., April 30th for calendar year filers).
Note: This is an informational return. Partnerships are generally pass-through entities, and the partners pay tax on their share of the income.
Pass-Through Entity Tax (PTET) Election: Partnerships can also elect to pay Iowa income tax at the entity level (Form PTET). If this election is made, partners may be eligible for a credit on their individual returns.
For Non-Profit Corporations in Iowa, please also note the following:
Filing Fee for Biennial Report:$0.00 (No Fee!) for Non-Profit Corporations.
Charitable Organization Registration (Iowa generally does not have a statewide charitable solicitation registration):
As of the current date (July 1, 2025), Iowa does not generally require a broad charitable solicitation registration with a state agency for most non-profit organizations.
However, specific types of organizations (e.g., those engaging in specific types of gambling like raffles or bingo) may have separate registration requirements with the Iowa Department of Inspections, Appeals & Licensing (DIA). It is crucial to verify if your specific activities trigger any such requirements.
Iowa Exempt Organization Business Income Tax (Iowa Department of Revenue):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, an Iowa corporate income tax return (Form IA 1120, potentially with specific non-profit modifications) would be filed.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it automatically qualifies as tax-exempt with the State of Iowa for corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Iowa filings typically require verification or updating of the following:
Your entity’s legal name and Iowa Business Entity ID number.
The current principal office street address and mailing address.
The name and physical street address of your Iowa Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships (LPs, LLPs, LLLPs, and some GPs): Names and addresses of all general partners or all partners.
Updated contact information for the entity.
For Non-Profits: Confirmation of your federal tax-exempt status and any specific charitable activities that might trigger other state registrations.
How can we assist you? We understand that navigating Iowa’s biennial filing cycle and specific requirements can be challenging. We are here to assist you with understanding and fulfilling your Iowa compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Biennial Reports with the Iowa Secretary of State.
Assisting with the preparation and filing of your Iowa tax returns (if applicable), including advising on the PTET election.
Advising on any specific charitable activity registrations if applicable.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Iowa Secretary of State and, if applicable, the Department of Revenue.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Iowa compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
