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.
Northwest can register your foreign LLC in Iowa for just $225 + state fees. This includes the paperwork, registered agent service for a year, and a free trial of our identity services that take your business online. We’ll give you a custom domain name free for a year, plus 90 days free of our web hosting and security, business phone number and email address, and a local Iowa business address. Plus you’ll get forever access to our attorney-drafted legal document templates, personal help from our Corporate Guides®, and Privacy By Default®.
Ready to Register a Foreign LLC in Iowa?
GET STARTEDHow 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.
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.
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.
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. Launch Your Business Identity
Once your business is up and running in the new state, you’ll want to be able to connect with the new market of consumers. Having a robust and localized digital presence can help build your business’ identity, which in turn will make your business seem more trustworthy and professional, even if you’ve only just started offering services/products. We can help you build a custom website that is securely hosted with an unique domain, plus give you a local phone number and up to ten email addresses to help establish your business in Iowa.
Learn more about how to launch your business identity in a new state.
4. 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).
Ready to get started? Register your foreign LLC in Iowa with Northwest
Iowa charges $100 to file the Application for Certificate of Authority is.
You can file your Application for Certificate of Authority online, by mail, in person, or fax.
Online:
Iowa State Website
Mail or In Person:
Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, IA 50319
Fax:
(515) 242-5953
No. Only domestic Iowa LLCs need to file an Iowa Certificate of Organization.
5. 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.
Iowa typically processes applications in about 7-10 business days.
Iowa Foreign LLC FAQ
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.
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.
Yes. You need to file your Iowa Biennial Report every odd-numbered year following your LLC’s formation. So if your foreign LLC was registered in 2022, your biennial report is due 2023, 2025, 2027, etc. You have from January 1st to April 1st to file every odd-numbered year.
Your Biennial Report is $30 if you file online and $45 if you file via paper form.
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.
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.
