How to Move Your LLC to Iowa

Moving a limited liability company to Iowa can be tough. The Hawkeye State doesn’t make it impossible for an LLC to move there, but the process is less user-friendly than it is in many other states. Information about LLC domestication—how a business can move its headquarters to a new jurisdiction—can be hard to find, and Iowa doesn’t offer a standardized form to do so, either. This can be confusing for anyone unfamiliar with Iowa’s state code—to the point that even some “professional” business service companies claim Iowa doesn’t allow LLC domestication. Luckily, here at Northwest we know it can be done, and we’ll show you how in this guide.

Ways to Move Your LLC to Iowa

While domestication is a good way to move your limited liability company to Iowa, it’s not the only method. You can also opt to undergo foreign qualification for your LLC, or even dissolve your company in its previous home state and start it back up from scratch in Iowa. Here’s some additional information about each method:

Domestication

Domestication is the process of changing the home state or jurisdiction where a company is headquartered. While domestication can include a host of other types of business entities, both based in Iowa and outside of it, changing a foreign LLC to a domestic LLC is the relevant use in this case.

“Foreign,” in business legalese, means a business from outside state jurisdiction and not merely international companies. Meanwhile “domestic” refers to a business based in the state which the code or statutes pertain to—in this case, Iowa. (Additionally, domestication is referred to as “conversion” in some states, but in Iowa, “conversion” is a different process of changing a business from one type to another, such as a corporation becoming an LLC.)

Domestication isn’t always easy: it has to be mutually allowed in both the LLC’s original home state and its new destination, and you’ll need to jump through a few hoops to make it all official before you can officially call your business an Iowa LLC (we’ll give you the details below). But in the end, domestication is generally the easiest and least expensive option for your LLC in the long term.

Foreign Qualification

When your LLC undergoes foreign qualification, it remains based in its original state or jurisdiction but is registered to do business in Iowa. This can be a useful option if your LLC will continue to operate in the prior state while expanding to Iowa (rather than relocating the whole business), but there are downsides to operating as a foreign LLC. For instance, Iowa business filings are generally twice as expensive for a foreign LLC as they are for a domestic one. Plus, you’ll still have to pay taxes and fees in your home state while also paying them on business operations in Iowa.

To register your LLC as a foreign business in Iowa, you’ll need to file an Application for Certificate of Authority along with a Certificate of Existence or similar document from your previous state.

Dissolution & Reformation

Another option available to an LLC owner moving their business to Iowa is dissolving the LLC in its home state and re-forming it as an Iowa LLC. Dissolving your LLC can be a substantial task for an established company—as you’ll need to pay outstanding taxes, settle company debts, liquidate assets and make final distributions to LLC members. However, a recently-formed LLC or one with minimal debt and assets may find the process easier than undergoing conversion, and it may be the only means available for LLCs coming from states with no domestication law, such as New York.

How to Domesticate a Foreign LLC in Iowa

Iowa allows LLC domestication under IA Code § 489.1010, part of the Revised Uniform Limited Liability Company Act. To domesticate, you’ll need to get approval by all LLC members for a plan of domestication, prove your LLC’s good standing in its previous home state, file Articles of Domestication, and file a Certificate of Organization as an Iowa LLC.

Plan of Domestication

If your LLC has other members, all members must unanimously vote to approve a plan of domestication before moving the company to Iowa. The plan of domestication ought to include the terms and conditions for the transition to Iowa, including converting assets from the company in the original state to the one that will organize in Iowa.

Certificate of Good Standing

Iowa does not allow LLCs applying for domestication to have any outstanding debts, unpaid taxes or fees, or delinquent filings in their home state. In order to comply with this requirement, you’ll need to pay any remaining balances and file any late reports (if you have any) and acquire a Certificate of Good Standing from your original state’s relevant authority—usually the Secretary of State. As the name indicates, the certificate proves your LLC is in compliance with your original state.

A Certificate of Good Standing (also known as a certificate of status or certificate of existence) can usually be acquired for a modest fee, though prices vary. Iowa requires any Certificate of Good Standing submitted with LLC registration to have been issued no more than 90 days prior to the registration date.

Home state approval

Iowa wants any foreign LLCs to be legally in line with all requirements set by their original home state for domesticating. As such, if your state requires approval from the Secretary of State or another governing body before it can move to another state, you will need to obtain proof of that permission for submission with your Articles of Domestication.

Articles of Domestication

This is the tricky part. Iowa does not provide a standardized form for Articles of Domestication, and the requirements for filing one are buried in the state statutes. Here’s what your Articles of Domestication will need to include:

• A statement that the LLC has been domesticated from another jurisdiction
• The domesticating company’s name (name used in its original home state) and the jurisdiction it formerly belonged to (the original state or territory)
• The name of the domesticated company (name it will use in Iowa) and its new jurisdiction (Iowa)
• The date the domestication is effective in Iowa
• A statement verifying the previous jurisdiction approved the LLC’s domestication in Iowa
• Attach the Certificate of Good Standing to verify status

The fee for filing Articles of Domestication is $50, payable to the Iowa Department of State.

Certificate of Organization

You will also need to submit a Certificate of Organization for your LLC in Iowa, much as you likely did in your previous state. Check out our guide to Iowa LLCs for more on Certificates of Organization.

The fee to submit a Certificate of Organization is $50.

After Moving Your LLC to Iowa

After you’ve finished the domestication process, there’s just a couple of loose ends to tie up: dissolving your LLC in its original state, and letting the IRS know about the change.

Dissolve your original LLC

You will need to officially dissolve your LLC in its previous state. The Secretary of State’s website should be able to provide a form for a Certificate of Dissolution. Most states charge a nominal fee to file this certificate.

Notify the IRS

The Internal Revenue Service should be informed about your LLC’s move. You can notify them with Form 8822-B. The deadline for the notification is 60 days after the business officially organizes in Iowa.

• Do I need a new EIN from the IRS after moving my LLC to Iowa? While this is widely believed to be the case, it’s not actually necessary to get a new Employer Identification Number after moving your LLC—as long as the domestication was between an LLC of a certain type in one state to an LLC of the same type in Iowa. If your single-member LLC in your previous state is still a single-member LLC in Iowa, no change in EIN is required. But if your LLC changes during domestication—a single-member becoming a multi-member LLC in the course of the transition, or vice-verse, that will change its tax status, and will need a new EIN from the IRS.