Iowa Foreign LLC Registration (How-to Guide)

Starting a business in a new state is exciting yet challenging. If you want to expand your LLC into Iowa, you’re in the right place!

This guide will walk you through registering your foreign LLC in Iowa.

Let’s get your business officially set up in the Hawkeye State!

Iowa Foreign LLC Requirements

1. Iowa Registered Agent

Every foreign LLC must appoint an Iowa registered agent. The registered agent must have a physical address in Iowa and be available during normal business hours to receive legal documents for your LLC.

The registered agent must have a physical address in Iowa where they are available during regular business hours. This address cannot be a P.O. Box.

I recommend choosing a professional registered agent service. This keeps your address private and provides extra security for your business.

2. Certificate of Existence

You’ll need to obtain a Certificate of Existence (a Certificate of Good Standing) from the state where your LLC was initially formed. This certificate verifies that your LLC is active and in good standing in its home state.

It’s typically required when filing your Application for a Certificate of Authority in Iowa.

3. Iowa Foreign Registration Statement

Complete the Certificate of Authority application to register your foreign LLC in Iowa. This document is critical as it officially authorizes your LLC to conduct business within the state.

Here’s what you need to include in your application:

• LLC Name: Provide the legal name of your LLC as registered in your home state. If this name is taken in Iowa, you must list an alternative name your LLC will use in Iowa (a “doing business as” or DBA name).
• State of Formation: Indicate where your LLC was formed and its formation date.
• Principal Office Address: Include the physical address of your LLC’s main office where business activities are conducted. This address does not need to be in Iowa.
• Registered Agent Information: Specify your Iowa registered agent’s name and physical address. This agent will handle official documents for your LLC.
• Business Purpose: Describe the nature of your business. For example, you might state, “retail store specializing in home goods.”
• Management Structure: State whether your LLC is managed by its members (owners) or appointed managers.
• Duration of LLC: Mention if your LLC has a specific end date. If not, you can indicate that it will continue indefinitely.
• Member or Manager Information: Provide the names and addresses of the LLC’s members or managers. This is especially important if the LLC is managed by its members.
• Signature of Authorized Person: The application must be signed by an authorized person who is either a member, manager, or officer of the LLC, certifying that the information is accurate.
• Payment of Fees: Include the $100 filing fee with your application. Note that additional fees apply if filing by mail.

Completing the Certificate of Authority is essential for getting your foreign LLC recognized and authorized to operate in Iowa.

You can mail your completed Certificate of Authority to the following address:

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, IA 50319

4. Business License (optional)

Depending on the nature of your business, you may need to obtain a business license from the Iowa Department of Inspections and Appeals. You can obtain a business license application from the Iowa Department of Inspections and Appeals website. The fees for a business license vary depending on the type of business.

How to Form a Foreign LLC in Iowa State

Step 1. Selecting Your Business Name (new or existing)

Before you proceed with registration, ensure that the name of your LLC is unique and complies with Iowa’s naming requirements. Search for your desired LLC name on the Iowa Secretary of State’s website here.

If the name you used in your home state is already taken in Iowa, you may need to choose a different name or register a DBA (doing business as) name for use in Iowa. Checking name availability can save you time and prevent delays in the registration process.

Step 2. Appointing an Iowa Registered Agent (I use Northwest)

Your foreign LLC must appoint a registered agent with a physical address in Iowa. This agent is responsible for receiving legal documents and official communications on behalf of your LLC.

If you do not have a physical presence in Iowa, you must use a professional registered agent service to fulfill this requirement.

I recommend using Northwest Registered Agent as your agent, as they offer reliable and efficient services.

Learn about my experience and review of Northwest Agent by clicking here.

Step 3. Obtain a Certificate of Existence

A Certificate of Existence, also known as a Certificate of Good Standing, is required to prove that your LLC is in good standing in its home state.

This document verifies that your LLC is properly registered and compliant with the laws of its original state.

Step 4. Complete Your Iowa Foreign Registration Statement

You must complete the Certificate of Registration to officially register your foreign LLC in Iowa. Make sure to provide accurate and complete information to avoid processing delays.

The application requires the following information:

• The legal name of your LLC in its home state.
• An alternate name if your primary name isn’t available.
• The state or jurisdiction where your LLC was originally formed.
• The LLC’s formation date and duration (most LLCs are perpetual).
• The name and physical address of your Iowa registered agent.
• The address of the LLC’s principal office.
• Whether members or managers manage your LLC.
• The name and address of one of the LLC’s members or managers.
• An authorized signature (this doesn’t have to be from anyone in your LLC).

Iowa charges a $100 fee to file the Application for a Certificate of Authority. This fee is required to process your application and grant your LLC the right to operate in Iowa. Once your application is processed and approved, you will receive a Certificate of Authority from the Iowa Secretary of State.

Step 5. Receive Your Verification of Registration

After your Foreign Registration Statement has been reviewed and approved, the Iowa Secretary of State will issue a Certificate of Authority. This certificate officially authorizes your LLC to conduct business in Iowa. Keep this document safe as it confirms your LLC’s compliance with Iowa’s business regulations.

How long does this take?

Iowa typically processes applications in about 7-10 business days.

Registration Fee – How Much Does a Foreign LLC in Iowa Cost?

To register a foreign LLC in Iowa, you must pay a $100 registration fee.

This fee is required when submitting the Application for Certificate of Authority to the Iowa Secretary of State. This application is necessary for your foreign LLC to operate legally within the state.

The registration process begins with preparing your application. You’ll need to complete the Application for Certificate of Authority, which can be downloaded from the Iowa Secretary of State’s website or obtained from their office.

You have several options for submitting your application. You can file it online through the Secretary of State’s website, by mail, or in person. Online filing is generally the quickest method. If you file by mail, send the completed form and payment to the Secretary of State’s office. The specific mailing address is provided on their website.

When registering your LLC, you must designate a registered agent with a physical address in Iowa to manage legal documents. The cost for a registered agent can range from $200 to $1,000. However, my preferred registered agent offers these services for less than $100. For more details, click here.

Do I need to file an Iowa Certificate of Organization for my foreign LLC?

You do not need to file an Iowa Certificate of Organization for your foreign LLC. Instead, you should file the Application for a Certificate of Authority. The Certificate of Authority allows your foreign LLC to conduct business in Iowa legally. The Certificate of Organization is typically used to form a new LLC, not to register a foreign one already established in another state.

How are Foreign Entity LLCs in Iowa taxed?

In Iowa, Foreign LLCs are taxed in the same manner as domestic LLCs. By default, LLCs are considered pass-through entities. This means that the LLC itself does not pay taxes on its profits. Instead, the profits pass through to the members, who report and pay taxes on the income on their tax returns.

Alternatively, your LLC can be taxed as a corporation by filing with the IRS, which would change the tax treatment to corporate taxation.

FAQs on Iowa Foreign LLC Registration

Can I Be My Registered Agent for My Iowa LLC?

Yes, you can serve as your registered agent for your Iowa LLC if you have a physical address in Iowa where you can receive legal documents during regular business hours. This address cannot be a P.O. Box.

Why Hire an Iowa Registered Agent Service?

Hiring an Iowa registered agent service offers several advantages:

• Privacy: Your address remains confidential.
• Compliance: Professional agents ensure you don’t miss important legal documents and deadlines.
• Availability: Registered agents are available during business hours to handle official correspondence.

How Can I Withdraw My Iowa Foreign LLC?

To withdraw your Iowa Foreign LLC, you must file a “Notice of Cancellation” with the Iowa Secretary of State. Ensure all Iowa state taxes are paid and the LLC is in good standing before submitting the withdrawal form.

Is a Physical Presence Required in Iowa to Form an LLC as a Foreigner?

No, a physical presence in Iowa is not required to form an LLC as a foreigner. You can form an LLC remotely, but you must designate a registered agent with a physical address in Iowa to handle legal and official documents.

How Do I Amend a Foreign LLC in Iowa?

To amend a Foreign LLC in Iowa, file an “Amendment to Application for Certificate of Authority” with the Iowa Secretary of State. This process updates any changes in your LLC’s information, such as the business name or address.

What Does It Mean to Do Business in Iowa?

“Doing business” in Iowa typically means having a physical presence, such as an office or employees, or engaging in frequent and regular business activities within the state. You must register your LLC as a foreign entity to conduct such activities.

Does a Foreign LLC Have to File an Annual Report in Iowa?

Yes, a Foreign LLC must file an annual report in Iowa. This report updates the Secretary of State on your business details and confirms that your LLC is still in good standing. If your foreign LLC was registered in 2022, you must file the biennial report in 2023, 2025, 2027, and so on. You can file your report from January 1st to April 1st in every odd-numbered year. Filing online costs $30, while filing by paper form costs $45.