Corporation Reinstatement and Revival Requirements in Iowa

At a glance

Requirements one by one

Confirm administrative dissolution and the operative ground

The § 490.1422 route is limited to a corporation administratively dissolved under § 490.1421. The ordinary grounds in § 490.1420 are a state fee, tax, interest, or penalty 60 days late; a biennial report 60 days late; no registered agent or office for 60 days; no notice of an agent or office change, resignation, or discontinuance within 60 days; or expiration of the duration stated in the articles.

For those five grounds, the Secretary serves written notice and gives the corporation 60 days to cure or show that the ground does not exist. Current 2026 Iowa Acts chapter 1145 adds a separate ground when a corporation concedes a Chapter 490 violation in fraud-related interrogatories. That conceded-violation route permits immediate administrative dissolution instead of the ordinary notice-and-cure period.

Five years changes the name rule, not the deadline

Section 490.1422 permits the reinstatement application at any time after the effective administrative-dissolution date. An application received within five years preserves the corporation's right to its name.

If the application arrives more than five years after dissolution, it must state a corporate name that satisfies § 490.401. If that name differs from the name at dissolution, the Secretary's reinstatement certificate itself amends the articles as to the name; no separate name amendment is needed for that statutory change.

The statutory application has three core statements

The application states the corporate name at dissolution and the effective dissolution date. It also states that every ground either did not exist or was eliminated. After five years, the compliant-name statement is the additional statutory field.

The current paper form adds the name under which the entity applies to be reinstated and requires a title with the signature. In Fast Track Filing, the filer searches by business name or number and completes the entity-specific application before the system opens the required cure filings.

Report, agent, and duration grounds have different cures

For report-based dissolution, the paper form requires at least the two most recent delinquent biennial reports and all delinquent fees with the application. Fast Track supplies the reports required for the entity and says that an entity inactive more than five years files only the two most recently missed reports. A for-profit corporation's current statutory biennial-report charge is $60 per report.

For an agent or office default, the corporation names a current registered agent and office and accompanies the application with the statement of change. Section 490.122 lists no fee for the corporation's agent or office change statement.

If the stated corporate duration expired, the corporation files articles of amendment or restated articles with the application. The current fee for either of those corporation filings is $50. A fee, tax, interest, or penalty default is cured by paying the required amount; § 490.1422 states no separate tax-clearance certificate.

Use an eligible signer and state the capacity

Section 490.120 permits the board chair, president, another officer, a qualifying incorporator, or a receiver, trustee, or other court-appointed fiduciary to sign. The signer states name and capacity. The paper instructions identify the chair, president, or another officer for an ordinary profit-corporation filing.

No seal, attestation, acknowledgment, verification, or notarization is required. Fast Track treats the typed name as the signature after the filer confirms the substitution and selects a title. The reinstatement statute does not state a separate board or shareholder approval requirement.

File with the Secretary of State for $5

Online, use Fast Track Filing, select “Business Filings,” then “File a Document,” and choose “Application for Reinstatement” under Existing Entities. The system then opens the required reports and offers an agent or office change when needed.

The paper route uses form 635_2001. One copy is delivered to the Iowa Secretary of State at the Lucas Building address shown in the instructions. The application fee is $5; delinquent reports and any amendment or other cure costs are additional.

Chapter 490 filings qualify for Iowa's expedited filing service. Effective July 1, 2026, signed SF 629 sets the optional surcharges at $200 for one-hour, $125 for same-day, $50 for two-day, and $15 for five-day service, each added to the actual filing and cure fees.

Reinstatement has full statutory relation back

Section 490.1422(3) makes reinstatement relate back to the administrative- dissolution effective date as if the dissolution never occurred. The section contains no express exception for a person who relied on the dissolution.

That relation-back rule does not itself decide whether reinstatement restores a separate license, foreign qualification, contract right, lawsuit, limitation period, tax election, insurance policy, permit, or personal-liability protection.

What trips people up

• Five years is not a reinstatement cutoff. It decides whether the application must state a currently compliant name and whether the reinstatement certificate changes the articles.
• The $5 application can sit beside much larger cure costs. A for-profit corporation's delinquent biennial reports are $60 each, and an expired-duration amendment or restatement is $50.
• The report rule is agency-specific. The paper form requires at least the two most recent reports, while Fast Track calculates the required set and expressly limits a more-than-five-year entity to the two most recently missed reports.
• Most dissolutions get notice and 60 days, but not every one. A corporation that concedes a violation through the new fraud-interrogatory process can be dissolved immediately.
• Expedite tiers changed July 1, 2026. The current list includes one-hour and same-day service, not only the older two- and five-day options.

Common questions

Must a corporation pay for a registered-agent change during reinstatement?

Not under the current Chapter 490 fee table. The statement of change is required when that ground must be cured, but § 490.122 lists no filing fee for the corporation's agent or office change statement.

Does an after-five-years name change require separate articles of amendment?

No. When the reinstatement application states a different compliant name, the certificate of reinstatement itself amends the articles as to that name.

Can the application be signed online?

Yes. Fast Track Filing accepts a typed signature after the filer acknowledges it will replace a written signature and selects the signer's title.

Statutes and sources

• Iowa Code §§ 490.1420 and 490.1421 and 2026 Iowa Acts chapter 1145 — current grounds, notice and cure, post-dissolution limits, and the new conceded-violation route (accessed 2026-08-02).
• Iowa Code § 490.1422 — unlimited timing, application statements, five-year name rule, approval, and relation back (accessed 2026-08-02).
• Iowa Code § 490.120 — signer classes, name/capacity, no-acknowledgment rule, and electronic delivery (accessed 2026-08-02).
• Iowa Code § 490.122 — $5 reinstatement, $60 report, no-fee agent/office change, and $50 amendment/restatement charges (accessed 2026-08-02).
• Iowa Code § 9.11, signed SF 629, and its official history — Chapter 490 coverage, current expedite tiers, and July 1, 2026 effective date (accessed 2026-08-02).
• Iowa Secretary of State reinstatement form 635_2001 — current paper fields, signer, $5 fee, report, agent/office, and duration cures (accessed 2026-08-02).
• Iowa Secretary of State Fast Track tutorial — online sequence, electronic signature, report selection, and optional agent/office update (accessed 2026-08-02).