Iowa's economy continues a strong recovery from the pandemic. Iowa posted double-digit growth in tax collections for the 2021 fiscal year, which will probably translate into a significant state budget surplus.

The state treasury took in more than USD8.1 billion for the 12-month period ending 30 June 2021, a 16.3% increase and nearly USD1.14 billion more than fiscal year 2020, according to a report from the non-partisan Legislative Services Agency.

The main categories of personal and corporate income taxes and state sales/use tax collections were all up by double digits year over year. Net receipts on a cash basis came in slightly more than USD1 billion over what the state's Revenue Estimating Conference set in its 1.6% yearly growth estimate.

Manufacturing. About 18% of the Iowa workforce is employed in manufacturing. Advanced manufacturing is Iowa's largest industry, accounting for more than 17% of the state's total GDP (USD30.058 billion) and exporting USD14.3 billion worth of goods. More than 4,100 manufacturers produce goods ranging from food products and medical devices to aerospace products and construction machinery.

Food processing is the largest component of manufacturing. Besides processed food, industrial outputs include machinery, electric equipment, chemical products, publishing, and primary metals.

Agriculture. In 2018, Iowa generated about USD27.5 billion in agricultural cash receipts, with the highest valued commodities being corn, hogs, and soybeans. That same year, the value of Iowa's agricultural production and processing industries represented 10.2% of total state GDP.

Financial and insurance sector. Iowa is one of the US top headquarters for the finance and insurance industries. It is home to over 7,000 finance and insurance companies (180 insurance companies are headquartered in Iowa) and a workforce of nearly 95,000 professionals. Iowa leads with a pro-business mindset, a progressive and responsive regulatory environment, and offers one of the lowest insurance premium tax rates in the country (1%).

Strong industry leadership has also helped Iowa become an innovation hub for insurance technology.

Renewable energies and fuel. Iowa is the leader in renewable energy production in the US. The state's legacy in manufacturing excellence and its strong agricultural foundation has helped Iowa excel in other sectors, including renewable fuel production and wind energy. Renewable energy has become one of the leading economic forces in Iowa, with wind-turbine electricity growing exponentially since the 1990s.

Iowa generates more electricity from wind than any other state (58% state-wide electricity generation is from wind).

Producing 3.7 billion gallons of ethanol and 351 million gallons of biodiesel in 2020, Iowa continues to be the nation's leader in biofuels production and biofuels continue to have a significant impact on Iowa's economy. The renewable fuels industry:

The population of Iowa was 3,190,369 as of 1 April 2020, a 4.73% increase since the 2010 United States census.

English is the most common language in Iowa, and is the sole language spoken by 91.1% of the population. Spanish is the second most spoken language in Iowa.

The Iowa Business Council's second-quarter Economic Outlook Survey shows great optimism among some of the state's largest businesses.

Iowa set a record for new businesses registered in the 2021 fiscal year. According to Secretary of State Paul Pate: "Despite the pandemic, this data shows that Iowa had a substantial amount of economic activity over the last 12 months."

While Iowa's economy is emerging from the COVID-19 pandemic, one significant pocket of disruption remains the state's workforce, as thousands of Iowans are continuing to choose to remain at home rather than going to work. There were 1,518,400 workers in Iowa's non-farm workforce in May 2021. This a significant rebound, but still 73,200 workers shy of the state workforce's pre-pandemic level in February 2020. The issue is not unique to Iowa. There were just over 161 million people in the US workforce in June, roughly 3 million fewer than the more than 164 million in February 2020, according to federal labour statistics.

While the national figure is a workforce reduction of 1.8% from the pre-pandemic level, Iowa's drop is much sharper (4.6 %).

Two and a half weeks beyond the 110th calendar day of the session, the 2021 session of the 89th General Assembly of Iowa adjourned sine die just before midnight on Wednesday 19 May. Originally slated to end on 30 April, negotiations on major tax reform took the session into overtime.

Once leadership reached an agreement on provisions to be included in the final tax proposal (SF619), the path to adjournment was unlocked; joint budget targets were agreed, and the chambers reconciled their differences on a number of lingering policy issues.

Budget. The FY2022-2023 budget appropriates nearly USD8.1 billion for FY 2022. The budget spends 97.66% of the ongoing revenue the state is expected to collect in fiscal year 2022. This is an increase of USD291 million over the current fiscal year. For more information, see Iowa Budget Report FY 2022-2023.

Tax reform compromise. The tax bill has numerous divisions that will have an impact on businesses and individuals in the state.

Main topics of the 2021 legislative session. The major topics of the 2021 legislative session included:

Iowa has a common law legal system, with a state constitution, statutory laws, and administrative regulations. Businesses are subject to US federal law and Iowa state laws.

Before doing business in Iowa, foreign business entities must:

The following entities cannot own agricultural land in Iowa:

(Iowa Code § 9I.3 and Chapter 9H.)

A majority of the incorporators of a co-operative housing association must be citizens of Iowa. Each incorporator must be a natural person, an LLC, or a corporation. The law is silent on whether other entities or non-residents can be owners, or have controlling interests, after incorporation.

There are also restrictions imposed by federal law.

In the absence of industry-specific restrictions, federal and state law do not generally preclude the acquisition of corporate shares by foreign shareholders. However, an acquisition of shares by a foreign shareholder may be subject to review by the Committee on Foreign Investment in the United States. Additionally, the United States Bureau of Economic and Business Affairs may require corporations to submit a Survey of New Foreign Direct Investment in the United States (Form BE-13) if a foreign shareholder acquires 10% or more of the voting securities of a corporation.

Permits or licences can be required for particular activities, for example:

There are no restrictions on doing business with other countries or jurisdictions, other than those imposed at federal level.

Iowa does not impose exchange control or currency regulations.

There is a wide variety of innovative business and economic development programmes, including financial assistance, tax incentives, and job training programmes. These are available to foreign and domestic companies.

For example, the High Quality Jobs Programme can provide non-retail and non-service businesses with tax credits designed to offset the cost incurred by a business locating, expanding, or modernising a facility in Iowa. Award amounts are based on the type of, and need for, certain jobs and the overall economic impact of adding proposed jobs. Tax incentives can include local property tax exemption, investment tax credit, or refund of state sales, service or use taxes. The New Jobs Training Programme offers a one-time tax credit. Awards are determined by, among other things, a commitment to expand employment in Iowa by 10% or more. Under the Research Activities Credit, companies meeting the qualifications of the federal research credit are also eligible for tax credits for certain expenditures, including wages, supplies, and research expenses.

Other financial assistance and tax incentive programmes include the:

Further information on these and other programmes can be found at www.iowaeconomicdevelopment.com/Business. The Iowa Economic Development Authority ([email protected]) can be contacted for more information.

The most common form of business entity used in Iowa is a limited liability company (LLC). The second most common form of business entity is a for-profit corporation.

Foreign companies usually use a corporation, although they can use a general or limited partnership, or an LLC. A corporation is an advantageous form of business entity as it provides:

A corporation is formed by filing articles of incorporation with the Iowa Secretary of State. An LLC is formed by filing a certificate of organization. Unless the articles or certificate specify a delayed effective date or time, the entity's existence begins on the date of filing.

Further information is available at Iowa Secretary of State.

An Iowa domestic corporation or LLC must continuously maintain a registered office address and registered agent on the Iowa Secretary of State's records. Corporations must file a biennial report with the Iowa Secretary of State in even numbered years, while LLCs must do so on odd numbered years. The Iowa Secretary of State's office charges a USD60 fee for a foreign entity to file a biennial report.

Fees and forms are available at Iowa Secretary of State: Business Entity Forms and Fees.

There is no maximum or minimum share or membership interest capital for an Iowa corporation or LLC. The articles of incorporation must state the number of shares the corporation is authorised to issue.

Shares in a corporation and membership units or interests in an LLC can be issued for non-cash consideration.

Restrictions on rights attaching to shares. Restrictions on rights attaching to equity can be imposed by:

A restriction on the transfer of equity is valid and enforceable if approved by all persons who were equity-holders on the date these restrictions were adopted.

Automatic rights attaching to shares. Shareholders of a corporation and members of an LLC can share in distributions on dissolution, subject to the terms of any governing document or agreement. Distributions before dissolutions are generally also subject to the company's discretion.

A corporation is generally managed by its board of directors, which are normally elected by the shareholders. An LLC is usually managed by its members or by a board of managers. The board of directors, members or managers appoint officers who are responsible for day-to-day management of the corporation or LLC.

There are no general restrictions on foreign managers, officers or directors, unless imposed by an entity's articles of incorporation or bye-laws.

A director of a corporation and a member or manager of an LLC generally owes fiduciary duties to the company and its shareholders or members. A member, manager or a director can be held personally liable for breach of those duties. The articles of incorporation or operating agreement can, with some restrictions, both:

Managers/directors and companies can also enter into indemnification agreements and purchase officers' and directors' insurance.

Generally, a parent company is not liable for its subsidiaries' obligations. However, piercing the corporate veil can apply in certain parent-subsidiary relationships, subjecting the parent to liability.

In addition to applicable federal regulations, there are many important environmental considerations that a business must take into account when setting up and doing business in Iowa. The Iowa Department of Natural Resources (IDNR) is the primary point of contact for permit applications, information, and questions regarding environmental regulations and requirements.

The IDNR has published The Iowa Environmental Assistance Guide for Business and Industry to help businesses navigate the applicable rules and regulations.

Permits or authorisations that may be required include the following:

As a general rule, Iowa is an employment at-will state. In addition to applicable federal laws, the main state laws governing employment relationship are the:

These laws apply to all employers and employees in Iowa, including foreign employees working in Iowa (subject to qualifications and restrictions set out in the statute). These laws do not apply to Iowa residents working abroad.

No written contract is required. No implied terms apply to the employment relationship. However, union contracts may apply.

The employment of foreign nationals is regulated at federal level.

With the globalisation of world markets, employers in the US often employ foreign nationals. Various permanent and temporary visas are available depending on the:

Permanent residents can work where and for whoever they choose.

Permanent residency is most commonly based on family relationships, such as marriage to a US citizen, or an offer of employment.

Permanent residence acquired through employment often involves a time-consuming process that can take several years. Employers considering permanent residence for a foreign employee must determine the immigration requirements before the employee arrives in the US.

Temporary visa holders can remain in the US for a temporary time. Employment is often limited to specific employers, jobs, and even work sites.

The following are the most commonly used temporary visas:

There are a number of other non-immigrant visas categories exist. When planning to bring foreign workers to the US, US-based employers need to allow several months for processing by the US Citizenship & Immigration Service, as well as the Department of State and, in some cases, the Department of Labor.

In addition, employers should be aware that certain corporate changes can dramatically affect (if not invalidate) the employment authorisation of foreign employees. These include:

Unless there is an agreement to the contrary, such as a union contract, employees are not entitled to management representation or to be consulted in relation to corporate transactions.

Iowa employees can generally be terminated at will, meaning that they can be terminated for any reason or no reason at all. Employers typically do not need to notify employees of their termination before it occurs or provide a formal termination letter.

Under the Wage Payment Collection Act, employers must pay terminated employees the wages they are due according to the policies of the employer by their next payday (Iowa Code § 91A). These "wages" include:

An employee's assets that are in a fund for the benefit of the employee are not "wages", regardless of whether the assets were originally paid into the fund by the employer or employee.

In general, employment in Iowa is at will. However:

There are a variety of claims an employee can bring for wrongful or unlawful termination, including discrimination claims under Iowa Code 216. Whistleblower claims may be available under other statutes that apply to certain industries. Iowa also recognises public policy claims, such as wrongful termination for filing a workers' compensation claim. Remedies may include:

Iowa employers are subject to the:

An employee may be subject to Iowa income tax if they earn wages from services provided in Iowa or are a tax resident of Iowa. A tax resident is any individual who either:

Income tax rates for individuals range from 0.33% to 8.53%, and tax brackets are adjusted annually for inflation. The basis of income tax is the federal adjusted gross income before the net operating loss deduction. Adjustments or deductions may apply, as set out in sections 422.7 and 422.9 of the Iowa Code. A notable change in section 422.7 of the Iowa Code unconditionally decouples Iowa tax law from section 163(j) of the Internal Revenue Code (IRC), which limits the amount of interest that can be claimed as a business expense deduction. An alternative minimum tax applies to the extent it exceeds the taxpayer's regular income liability.

Iowa school districts and counties can, on voter approval, levy individual income surtaxes. These are reported, paid, and collected with the state personal income tax.

Net income received from a business, trade, profession or occupation in Iowa must be reported if it satisfies certain income thresholds and other requirements listed in rules 701-39.1(2)-(3), 39.7(2) and 40.16 of the Iowa Administrative Code. If income is derived both in and outside of Iowa, that income is generally apportioned based on time, sales or mileage in Iowa. Non-tax resident employees' Iowa-source income is taxed at the rate which corresponds to the aggregate income earned from all sources, whether derived in or outside of Iowa.

Employers must withhold in each payroll period an amount that reflects an approximation of the employee's annual federal and state income tax liability. Employers are also responsible for withholding and remitting Federal Insurance Contribution Act taxes on behalf of their employees as required by federal law.

All corporations doing business in Iowa or deriving income from sources in Iowa are subject to Iowa corporate tax. Doing business means engaging in any activity for the purpose of deriving gain or profit. Every corporation organised for profit and carrying out any of its authorised purposes is conclusively presumed to be doing business. A corporation is taxed only on the portion of the corporation's net income reasonably attributable to the trade or business sources in Iowa.

In some cases, corporations with no physical presence in Iowa may be subject to taxation if it receives revenue from another entity that does business in Iowa. Non-resident corporations must have a nexus (that is, sufficient contacts) with the state to be taxed. For corporate income tax, Iowa has adopted an "economic nexus" standard, having rejected a bright line test of physical presence. The Iowa Code provides a list of activities that a foreign company can conduct without establishing a taxable nexus (Iowa Code § 422.34A). This list includes activities such as:

If a corporation establishes a taxable nexus with the state, the corporation's business income is apportioned according to the level of business activity carried on in Iowa (Iowa Administrative Code, rule 701-54.1). Other entities, such as LLCs and partnerships, are taxed at the member and partner level, unless they have elected to be taxed as a corporation under the IRC.

Iowa recently enacted legislation that creates ties between certain online retailers. This legislation imposes tax when the retailer maintains a physical location in the state through direct or indirect ownership and sells the same or substantially the same products as are available online.

This is levied at rates ranging from 6% for taxable income of less than USD25,000 to 12% for taxable income at or above USD250,000. A notable recent change to section 422.35 of the Iowa Code decouples Iowa tax law from section 163(j) of the IRC. If income was increased or decreased due to the application of that section, the corporation should recalculate its net income for state income tax purposes without the application of that IRC section.

COVID-19 grants issued between 17 March 2020 and 31 December 2021 are exempt from Iowa income tax. These include grants from the Economic Development Authority, the Iowa Finance Authority, and the Department of Agriculture and Land Stewardship.

Financial institutions are generally exempt from Iowa's corporate income tax. Instead, financial institutions (except credit unions, which are excluded from both) are subject to a franchise tax at the rate of 5% of net income. Special additions and subtractions to net income calculations are set out in section 422.61(3) of the Iowa Code, and an alternative minimum tax is set out in section 422.60 of the Iowa Code. Federal income taxes are not allowed as a deduction for the Iowa franchise tax.

Iowa sales and use taxes are imposed at a state rate of 6%, subject to a few exceptions for certain qualifying property. The taxable basis of sales and use taxes in Iowa is the sales price of taxable services or tangible personal property. There are no school local option sales (SILO) taxes. However, the local option sales tax (LOST) will still be assessed locally, on voter approval, not to exceed 1%. The state collects this local tax. The sales tax rate in Iowa varies currently from 6% to 7%. Iowa is a full member state of the Streamlined Sales Tax Project.

County and city assessors value and assess property in Iowa based on its actual value (fair and reasonable market value) as of 1 January of the year in which the assessment is made. Generally, new valuations are made in odd numbered years. Any objection to these valuations must be made to the county board of review in a timely manner.

Real property tax applies to six classes of real estate (that is, residential, agricultural, multi-residential, commercial, industrial, and utilities/railroad). Utilities/railroad is assessed at the state level. Taxes are imposed per USD1,000 of taxable value, with the rate differing in the various localities.

Real estate transfer tax is an excise tax imposed on the consideration received for all conveyances of Iowa real property, unless specifically exempted. The first USD500 of consideration is exempt from taxation. After that exemption is applied, the rate of tax is USD0.80 for every USD500 of consideration attributable to the real property conveyance.

Dividends paid to foreign corporate shareholders are allocated to Iowa only to the extent to which they are derived from a business carried on in Iowa. Dividends derived from Iowa are taxed at the Iowa corporate income tax rates (up to 12%).

The amount of income tax paid to another state by a resident taxpayer on income derived from sources outside Iowa is allowed as a credit. The credit must not exceed what the amount of Iowa tax would have been on the same income.

Interest paid to foreign corporate shareholders is allocated to Iowa only to the extent to which it is derived from a business carried on in Iowa. Interest derived from business carried on Iowa is taxed at the Iowa corporate income tax rates (up to 12%).

IP royalties are treated in the same way as other intangible personal property. Royalties are sourced to Iowa to the extent they are derived from business carried on in Iowa. They are taxed at the Iowa corporate income tax rates (up to 12%).

Iowa does not have thin capitalisation rules, apart from those applicable under federal law.

Iowa recently adopted legislation that amends the Iowa Administrative Code effective from 1 April 2020. Rules 701-54.2(3) and 701-59.28(2) account for income from controlled foreign corporations when calculating the business activity formula associated with investment business income and the apportionment factor for franchise taxes.

Iowa has no specific transfer pricing rules.

Iowa has no import or export taxes separate from those imposed at federal level.

Iowa allows a tax credit equal to taxes paid on wages in other states to avoid double taxation. Iowa also has a reciprocal agreement with the state of Illinois under which a tax resident of Iowa is not taxed by Illinois on wages or salaries earned in Illinois and a tax resident of Illinois is likewise not taxed by Iowa on wages or salaries earned in Iowa. Instead, these individuals are taxed only by their state of tax residency.

The Iowa Competition Law (Iowa Code, Chapter 553) generally prohibits contracts, combinations or conspiracies that restrain trade or create monopolies. Violations are subject to both civil and criminal penalties. Iowa courts review claims under either the rule of reason or per se rule, depending on the type of conduct involved (Wellmark, Inc. v. Iowa District Court for Polk County, 890 N.W.2d 636, 639-640 (Iowa 2017)). The law, which is modelled after the Sherman Antitrust Act (15 USC §1), is construed to complement and harmonise with applicable federal law (Chicoine v. Wellmark, Inc., 894 N.W.2d 454, 462 (Iowa 2017)).

Iowa law generally permits covenants not to compete, if they are necessary for business purposes and reasonable in scope. The applicable scope includes both duration and geographic area. Additionally, a covenant not to compete must not harm the general public interest. Unlike federal law, Iowa does allow indirect purchaser lawsuits pursuant to Comes v. Microsoft Corp, 646 N.W.2d 440 (Iowa 2002). Iowa allows consumers a private right of action for unfair or deceptive trade practices (Iowa Code, Chapter 714H).

A person must not establish (or attempt to establish), maintain or use a monopoly of trade or commerce in a relevant market for the purpose of excluding competition or controlling, fixing or maintaining prices (Iowa Code § 553.5).

This closely resembles the Sherman Antitrust Act's prohibition. Therefore, in interpreting Iowa statute, Iowa courts can give the federal court cases construing the Sherman Antitrust Act's prohibition considerable weight (Davies v. Genesis Medical Center Anesthesia & Analgesia, P.C., 994 F.Supp. 1078, 1103 (S.D. Iowa 1998)). This act also precludes impermissible tying arrangements (see Southard v. Visa U.S.A. Inc, 734 N.W.2d 192 (Iowa 2007)).

The Iowa Business Corporation Act (Iowa Code, Chapter 490) contains provisions that prohibit business combinations (including a merger or sale of all or substantially all assets) to "interested" shareholders unless certain conditions are met, including approval of the board of directors (Iowa Code § 490.1110(1)). This prohibition does not apply in certain circumstances, including instances in which the applicable corporation is not listed on a national securities exchange or is not widely held (Iowa Code § 490.1110(2)).

Two or more foreign business corporations can merge, resulting in a surviving domestic corporation (Iowa Code § 490.1102(1)(b)). In this scenario, the corporations must comply with the rules in Subchapter XI of Iowa Code, Chapter 490.

There are not industry-specific rules governing the merger activity of certain industries.

In addition to applicable federal law, Iowa has its own statutes regarding bribery and anti-corruption. It is illegal for a person to offer, promise or give anything of value to a public official if the gift is given with the understanding that it will influence the public official's actions within their role (Iowa Code § 722.1). Additionally, it is illegal for anyone to give a gratuity to an employee in exchange for an act or omission that conflicts with their duties or relationship to their employer (Iowa Code § 722.10). An employee cannot ask for or receive a gratuity in exchange for that type of act or omission. Examples include gifts, commission, discounts, and bonuses.

It is illegal for those in the alcoholic beverage industry to give specified items of value to retailers based on that retailer selling their products (Iowa Administrative Code § 185-16.75(123)). Examples include free trips, bonuses, and prizes.

Definition and legal requirements. A US patent is a legal grant from the federal government giving the patent owner the right to exclude others from making, using, selling, offering to sell, or importing their invention for the duration of the patent. Patents are used to protect applications of ideas and a wide variety of inventions, including compositions of matter, processes, plant varieties, computer software, microorganisms, and business methods. There are three types of patents:

Abstract ideas, laws of nature, and natural phenomena are ineligible for patent protection. Patent eligible subject matter is currently an evolving topic.

Registration. A patent application must be filed with the US Patent and Trademark Office (USPTO) within one year of the first date the invention is:

Such disclosure must be made by an inventor or any person who obtained the subject matter directly or indirectly from the inventor. There is no one-year grace period for any third party disclosures.

Under the American Invents Act (AIA), the US is now a "first to file" regime, replacing the "first to invent" rules that had been in place before then. This means that a first filed patent application will preclude the grant of any patents based on subsequently filed patent applications relating to the same invention irrespective of the time of invention. Therefore, while the earliest invention date previously had priority, under the new rules, the earliest filing date now prevails. That is, an applicant must be the first to file the patent application relating to the claimed invention to obtain a patent.

The USPTO's website provides guidance on the application procedure.

Enforcement and remedies. Once a patent is issued, the patentee can enforce the patent by suing in a federal court. Remedies include:

Length of protection. New utility and plant patents have a 20-year term from the date the application is filed. Design patents have a 14-year term from date the patent is granted.

Definition and legal requirements. Trade marks protect business and product names. A trade mark is usually a word, phrase, symbol or logo used by a manufacturer or merchant to identify its goods or services and distinguish them from those of its competitors.

Protection. Trade marks can be protected by:

Enforcement and remedies. Trade mark rights can be enforced by the trade mark owner through litigation in both state and federal courts. Remedies in both state and federal courts include:

Length of protection and renewability. State trade mark registrations last for ten years and are renewable for successive ten-year terms. Under the common law, marks can be protected for as long as they are continuously used in commerce.

Definition. See above, Patents : Definition.

Registration. See above, Patents : Registration.

Enforcement and remedies. See above, Patents : Enforcement and Remedies.

Length of protection and renewability. See above, Patents : Length of Protection and Renewability.

There is no protection for unregistered designs beyond copyright or trade mark protection for some types of designs (see above, Trade Marks and below, Copyright).

Definition and legal requirements. Copyright protects any original work of authorship that is fixed in a physical medium. Copyright covers among others:

Protection. Copyright protection subsists from the time the work is created and immediately becomes the property of the author of the work. Copyright can be registered with the US Copyright Office of the Library of Congress.

Enforcement and remedies. Registered copyright owners can file a claim in federal court. Remedies for infringement include:

Length of protection and renewability. For works created after 1 January 1978, copyright lasts for the life of the author plus 70 years after the author's death. If the work was created for an employer within the scope of an employee's employment, copyright lasts for 95 years from the date of first publication, or 120 years from the date of creation, whichever is shorter.

Nature of right. A trade secret is any information that has economic value because it is kept secret. Trade secret information includes, for example:

Protection. Trade secrets can be protected by:

Enforcement and remedies. Disclosure of a trade secret obtained by improper means or in violation of a duty of confidence is an offence. Injunctive relief and damages, including double damages, may be awarded. The federal DTSA provides civil remedies, criminal penalties, and ex parte seizure of misappropriated trade secrets. The DTSA does not pre-empt the Iowa Trade Secrets Act, and the Iowa Trade Secrets Act does not pre-empt common law trade secrets.

Length of protection. Generally, protection lasts as long as the information is maintained in confidence and not generally known in the industry.

Iowa does not require that local representatives be US citizens.

Iowa does not require that marketing arrangements be notarised or registered.

While state and federal competition laws affect the rights to appoint exclusive representatives and distributors, exclusivity is not specifically addressed in a law of general applicability in Iowa.

Certain industry statutes require compensation on termination or failure to renew.

Iowa law does not have a law of general applicability that covers pre-contract disclosure obligations on principals. However, Iowa has laws relating to disclosures for franchises and business opportunities.

Common law principles govern agency relationships, including their creation and termination, scope, and the duties of the agent and principal toward the other and third parties. Iowa has no statute that specifically covers sales agents or representatives. The Iowa Wage Collection Law (Iowa Code, Chapter 91A) covers employees and commissioned sales people who take orders and are paid on the basis of commission. It does not include individuals who purchase for resale. As such, an independent sales agent may be covered by this statute.

Iowa does not have a statute of general applicability (that is a statute designed to protect the interests of anyone purchasing from a supplier to resell). However, numerous industry-specific statutes have been passed to protect the interest of certain distributors and dealers. These laws typically:

These special industry laws cover, among others:

Generally, distribution agreements may be affected by the Uniform Commercial Code (Iowa Code, Chapter 554), the Iowa Competition Law (Iowa Code, Chapter 553) and Iowa franchising statutes (see below, Franchising).

Iowa does not have a franchise registration statute. Iowa may bar the sale of franchises that do not comply with federal disclosure requirements that must be made before the first meeting between a franchisor and certain franchisees. Iowa has enacted two statutes that govern the relationship between franchisors and franchisees. Franchise agreements entered into or renewed after 1 July 1992 but before 1 July 2000 are governed by Chapter 523H of the Iowa Code. Those entered into or renewed on or after 1 July 2000 are governed by section 537A.10 of the Iowa Code. The statutes provide protection for franchisees physically located in Iowa. The termination of a franchise by the franchisor before the expiration of the franchise term is unlawful, unless the termination is for good cause. Determining "good cause" is based on a legitimate business reason, including failure of the franchisee to comply with any material lawful requirement of the franchise agreement. However, the franchisor's actions cannot be arbitrary or capricious.

Under both acts, the franchisor must provide the franchisee with reasonable notice and opportunity to cure any defaults under the franchise agreement prior to termination for good cause. Reasonable notice is defined as no less than 30 days and no more than 90 days. However, if the termination is due to non-payment of money under the franchise, the notice period need not be greater than 30 days. Under certain circumstances specified in the statutes, the franchisor can terminate the franchise without the need to provide notice and an opportunity to cure.

The Uniform Electronic Transactions Act (Iowa Code, Chapter 554D) applies to electronic records and signatures in most transactions. Provisions in computer information agreements that adopt the Uniform Computer Information Transactions Act as governing law are voidable when enforcement is sought against an Iowa resident whose principal place of business is in Iowa. Restrictions on the use of spyware and spam are found in Chapters 715 and 716A of the Iowa Code.

There are no regulations on online marketing platforms, other than those imposed at federal level.

In some circumstances, a consumer may have a private right of action to recover damages resulting from deception, misrepresentation or other unfair selling or advertising practices. The Consumer Protection Division of the Iowa Attorney General's Office enforces a number of consumer laws designed to protect the public from misrepresentations and deception, including the Iowa Consumer Fraud Act and the Iowa Consumer Credit Code. See Iowa Department of Justice Office of the Attorney General: Consumer Protection.

In addition, Iowa has passed statutes that relate to the advertising and/or labelling of specific goods such as agricultural seeds, dairy products, organic agricultural products, animal feed, and fertilisers.

Sales promotions are generally regulated by the Iowa Consumer Fraud Act. Sweepstakes are regulated under Chapter 714B of the Iowa Code. The sponsor of a prize promotion cannot require or imply that a contestant must make a purchase or donation as a condition of winning the prize, unless the contestant receives a written prize notice. Once the sponsor represents a contestant won a prize, the sponsor must provide the contestant either the prize or its retail value within 30 days. A violation of Chapter 714B is a violation of the Iowa Consumer Fraud Act, and a misdemeanor, if intentional.

Chapter 715C of the Iowa Code requires any person who owns or licenses computerised data to notify affected Iowa residents of a security breach or unauthorised acquisition of their personal information. Depending on the nature and extent of the breach, notification may be required to the Iowa Attorney General's Consumer Protection Division Director. A violation of Chapter 715C is an unlawful practice under Iowa's Consumer Fraud Act. Additionally, effective 1 January 2022, the Insurance Data Security Act imposes investigation, notification, and information security programme standards on licensees regarding data security and cybersecurity events.

There is no specific statute regarding the protection of biometric data under Iowa law. Biometric data is subject to protection under the general data security statutes.

Chapter 715A of the Iowa Code addresses forgery and related fraudulent criminal acts, including identity and credit card theft. The Computer Spyware Protection Act (Iowa Code, Chapter 715) criminalises, among other things, the collection of personal information through deceptive computer programs or software.

Product liability under Iowa law is set out and extensively discussed in the case of Wright v. Brooke Group Ltd, 652 NW2d 159 (Iowa 2002) and Huck v. Wyeth, Inc., 850 N.W.2d 353 (Iowa 2014). Anyone engaged in the business of selling or otherwise distributing products is liable for harm caused by manufacturing defects, defective designs, and inadequate instructions or warnings. Essentially, a strict liability standard is imposed for manufacturing defects and a negligence standard for defective designs and inadequate warnings. Failure to disclose material information that would prevent a statement of facts from being misleading may constitute fraud. Liability may also arise for breach of express or implied warranty.

Iowa statutes address various defences, including:

(Iowa Code § 668.12.)

However, there is a statutory duty to warn of any subsequently acquired knowledge of a defect or danger in the product (Iowa Code § 668.12).

Iowa statutes also provide certain immunities to non-manufacturers and non-designers of products (Iowa Code § 613.18). There is a statute of repose of 15 years unless expressly warranted for a longer period (Iowa Code § 614.1(2A)). The statute provides that the 15-year limitation involving latent conditions will be deemed to have accrued when the disease is made known to the person or the person should have been aware of the condition.

Main activities. The Attorney General's Consumer Protection Division protects Iowa consumers from fraud, ensures fair competition in the marketplace, and informs the public about consumer frauds and how to avoid becoming a consumer fraud victim.

The Division enforces laws that protect the buying public from false or misleading advertisements or sales practices and ensure consumers obtain information to help them make important decisions.

The Division's antitrust attorneys work to foster competition in the marketplace by enforcing antitrust laws at both the state and federal levels. These laws promote vigorous competition and protect consumers from anti-competitive mergers and business practices.

Main activities. The Iowa Division of Banking's (IDOB) main function is to maintain a regulatory environment that assures the citizens of Iowa are provided banking and other financial services that are safe, sound, profitable, and contribute to the economic well-being of the state and its communities. The IDOB regulates all Iowa state-chartered banks but also has regulatory and licensing authority over consumer lenders, mortgage businesses, real estate appraisers, appraisal management companies, and payday lenders conducting business in Iowa.

The Professional Licensing bureau of the IDOB consists of the licensing boards for accountants, architects, engineers and land surveyors, landscape architects, real estate brokers and agents, and interior designers.

Main activities. The Iowa Insurance Division is the state regulator that supervises all insurance business transacted in Iowa. The Iowa Insurance Division also has statutory authority over many activities related to the sale of securities and other regulated products in the state.

The US insurance regulatory framework is a highly co-ordinated state-based national system designed to protect policyholders and to serve the greater public interest through the effective regulation of the US insurance marketplace. Through the National Association of Insurance Commissioners (NAIC), the Iowa Insurance Division and other US insurance regulators establish national standards and best practices, conduct peer reviews, and co-ordinate their regulatory oversight to better protect the interests of consumers while ensuring a strong, viable insurance marketplace. US insurance regulators, along with the NAIC, also participate in the International Association of Insurance Supervisors (IAIS) by participating in major standard setting initiatives, including working with foreign regulators to better supervise cross-border insurers, identifying systemic risk in the insurance sector, and creating international best practices.

Main activities. The Iowa Utilities Board (UIB) regulates utilities to ensure that reasonably priced, reliable, environmentally responsible, and safe utility services are available to all Iowans.

The IUB's primary regulatory authority is set out in sections 474.9, 476.1, and 199 of the Iowa Code, Chapters 1-45 of the Iowa Administrative Code. The IUB regulates the rates and services of electric, natural gas, and water utilities, the services of communications utilities, and generally supervises all pipelines and the transmission, sale, and distribution of electrical current. In addition to ratemaking and service regulation, the IUB has the authority to:

Main activities. The DNR manages fish and wildlife programmes, ensures the health of Iowa's forests and prairies, and provides recreational opportunities in Iowa's state parks. The DNR carries out state and federal laws that protect air, land and water through technical assistance, permitting, and compliance programmes. The DNR also encourages the enjoyment and stewardship of natural resources among Iowans through outreach and education.

Not applicable.