Register an Iowa Foreign LLC
Iowa Foreign LLCs are LLCs that were formed in a state or jurisdiction outside of Iowa but have registered to do business in Iowa. All foreign LLCs that do business or plan to do business in Iowa need to file an Application for Certificate of Authority with the Iowa Secretary of State and pay the $100 state filing fee. Iowa's state statutes don't define what counts as doing business in the state, but according to the Iowa Department of Revenue, a foreign LLC with a physical presence in Iowa, such as an office or storefront, must collect sales tax and register with the Secretary of State.
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How To Register a Foreign LLC in Iowa
In order to register your foreign LLC in Iowa, you’ll have to file a Limited Liability Company Application for Certificate of Authority with the Iowa Secretary of State, Business Services Division. This process is called foreign qualification. Here’s how:
1. Appoint an Iowa Registered Agent
First thing’s first: you’ll need to appoint an Iowa registered agent. Whoever you choose as your registered agent must have a physical address in Iowa and be available at that address during regular business hours to accept service of process in person.
Can I be the registered agent for my Iowa foreign LLC?
You can’t be your own registered agent if you don’t live in Iowa. Instead, you’ll need to appoint an Iowan you trust or hire a registered agent service that has an office in Iowa.
Why hire an Iowa registered agent service?
Hiring a registered agent service can protect your privacy, as many registered agent services (including ours) will let you list their business address instead of your own on your foreign LLC’s public business filings.
2. Obtain a Certificate of Existence
When you register your foreign LLC with the Iowa Secretary of State, you’ll need to submit a Certificate of Existence with your Application for Certificate of Authority. A Certificate of Existence (also called a Certificate of Good Standing) is written proof from your LLC’s home state that confirms your LLC is legally operating there.
How do I get a Certificate of Existence?
The way to request a Certificate of Existence varies from state to state, but it’s likely you’ll be able to get one through the Secretary of State’s office. It does not need to be an original copy, but it does need to have been issued no more than 90 days prior to the date of your filing.
3. Complete the Certificate of Registration
Before your LLC can legally do business in Iowa, you must submit a form to the Iowa Secretary of State called the Limited Liability Company Application for Certificate of Authority.
This is the information you’ll need to include in your application:
- The legal name of your LLC in your home state.
- The alternate name you’ll use if your business name is unavailable.
- The state or jurisdiction where your LLC was originally formed.
- The duration of the LLC (hint: most LLCs are perpetual, which means they don’t have a specified end date).
- The LLC’s formation date.
- The name and physical address of your Iowa registered agent.
- The address of the LLC’s principal office.
- Whether your LLC is member or manager-managed.
- The name and address of one of the LLC’s members or managers.
- An authorized signature (this does not need to be from anyone in your LLC).
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How much does it cost to file the Application for Certificate of Authority for a foreign LLC?
Iowa charges $100 to file the Application for Certificate of Authority is.
How do file the Application for Certificate of Authority for an Iowa foreign LLC?
You can file your Application for Certificate of Authority online, by mail, in person, or fax.
Iowa State Website
Mail or In Person:
Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, IA 50319
Do I need to file an Iowa Certificate of Organization for my foreign LLC?
No. Only domestic Iowa LLCs need to file an Iowa Certificate of Organization.
4. Receive Your Certificate of Authority
Once the Iowa Secretary of State has approved your filing, a verification certificate called the Certificate of Authority and a filed copy of your application will be returned to you by mail. This certificate grants you permission to legally do business in Iowa.
How long will Iowa take to process my Application for Certificate of Authority?
Iowa typically processes applications in about 7-10 business days.
Iowa Foreign LLC FAQ
How do I amend a foreign LLC in Iowa?
To amend your foreign LLC in Iowa, you’ll need to file an LLC Application for Amended Certificate of Authority and pay a $100 filing fee. You can use this form to change any of the information on your original LLC Application for Certificate of Authority, but make sure the changes made on this form match the formation document you filed in your home state.
What does it mean to do business in Iowa?
Iowa’s state statutes provide a long list of what doesn’t count as doing business in the state, but aren’t clear on what does count. However, the Iowa Department of Revenue does give some examples of what may count as doing business. For example, if the LLC owns physical property, like a storefront or warehouse that stores inventory, you may need to register the LLC as a foreign LLC. Luckily, the Iowa Department of Revenue provides some resources to help business owners determine whether or not their business has nexus (physical presence) in Iowa.
A physical presence is not the only reason to register your foreign LLC. You’ll also likely need to register if you bid on a contract, apply for a professional license, or hire employees within the state.
Activities that are NOT considered doing business in Iowa are listed in Iowa Code § 489.803. For example, simply opening a business bank account in Iowa does not mean you need to register your foreign LLC with the Iowa Secretary of State.
Read more about what counts as doing business in another state.
Do I have to file an Iowa Biennial Report for my foreign LLC?
Yes. Your foreign LLC will need to file its first Iowa Biennial Report between January 1 and April 1 of the first odd-numbered year following the calendar year in which your foreign LLC was authorized to transact business in the state. So, if you registered your LLC in 2022, your first biennial report will be due between January 1st and April 1st of 2023. After that, you’ll need to file a report between January 1st and April 1st of every odd-numbered year.
How are foreign LLCs in Iowa taxed?
Foreign LLCs in Iowa are taxed the same as domestic LLCs. LLCs are considered pass-through entities by default, meaning the LLC itself does not pay taxes. Instead, the company’s profits pass through the LLC to the members, who then report the profits as income on their personal tax returns. Your LLC may also file with the IRS to be taxed as a corporation.
How can I withdraw my Iowa foreign LLC?
If you’d like to withdraw a foreign Iowa LLC, just file a Notice of Cancellation with the Iowa Secretary of State. There’s a filing fee of $5.