Iowa Foreign Corporation Registration
Iowa foreign corporation registration must be obtained by companies that are registered outside of the state but wish to conduct transactions in the state.3 min read
2. When You Don't Need to Register as a Foreign Business in Iowa
3. What to Include in a Limited Liability Application for Certificate of Authority
Iowa foreign corporation registration must be obtained by companies that are registered outside of the state but wish to conduct transactions in the state. When you obtain this type of registration, it is known as going through Foreign Qualification. You will have to fill out a Certificate of Authority, which then has to be submitted to the Iowa Secretary of State.
How to Register as a Foreign Corporation in Iowa
The normal processing fee for Iowa foreign corporation registration is $100. If you are a non-profit, the fee is $25. You should expect the processing time to take anywhere between one to two business days. You will also need to allow time for mailing. If you are completing the process in person, it can usually be processed the same day. Once you have been approved, a verification certificate will be mailed to you along with a copy of your application.
In the state of Iowa, you will need to get a certificate of good standing from your home state. In some states, a certificate of good standing is referred to as something else, but as long it's equivalent, it will be accepted. The certificate of good standing must be current within three months.
To operate business activities in the state of Iowa, a company will have to select someone to be an Iowa registered agent. The filing itself for the foreign corporation registration does not have to be signed by the registered agent.
The application can be mailed, faxed, or submitted in person. When filing an Iowa corporation application, the signatures on it do not have to be originals. However, a signature from the Chairman of the Board will be needed.
When it comes to deciding whether or not you need to complete Iowa foreign corporation registration, you will first need to understand what the state law means by "transacting business." For starters, this does mean if you have any type of property in the state that produces income, then you will have to complete the registration process. If you meet any of the following criteria, this will also mean you need to complete the registration process:
- You have a warehouse in the state.
- You have a store in the state.
- You have a business office in the state.
- You are a sales representative conducting business in the state.
When You Don't Need to Register as a Foreign Business in Iowa
If you have a checking account in the state of Iowa, this does not necessarily mean you need to apply for Iowa foreign corporation registration. You will also not need to register as a foreign business if you have an office in the state that handles your company's securities if that company is not in the state. If you are selling products through independent contractors who are based out of Iowa, this is another example of when you would not need to register as a foreign corporation.
What to Include in a Limited Liability Application for Certificate of Authority
If you decide that your LLC company needs to be registered as a foreign entity, you will need to obtain a Limited Liability Application for Certificate of Authority. This paper will then need to be submitted to the Secretary of State (SOS). If you prefer, you can download a copy of this application on the website of the SOS. The information that you will need to provide on the application is basically the same information you have to provide to incorporate your company as an LLC in your home state.
For starters, you will need to provide the name of your LLC as well as the name that you are going to use to conduct business under in the state of Iowa. You must state if you are going to go by a name that includes the phrase Limited Liability Company or if you are going to use the abbreviated term, LLC. If a company in the state already is using the name you plan to use, you will have to register a fictitious name.
Other details to include:
- How long your company has been conducting business (the year it was formed).
- The name of your registered agent.
- Address of the office you have in Iowa.
- A statement that outlines your company and its registered agent agree to comply with laws and guidelines set forth in Section 489.113 of the Iowa Code.
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