The Iowa certificate of authority: find your entity's paper, then file it

For nonprofits it does. The nonprofit chapter says a foreign corporation may not operate here until it holds a certificate of authority. The LLC and business corporation chapters use the verb register instead, with the same practical effect. Whichever word applies, the entity files an application or statement, pays a fee and lands on the state's record.

A foreign nonprofit corporation applies on Application for Certificate of Authority, and the application makes seven statements: the name, the state or country of incorporation, the date of incorporation and period of duration, the principal office, the registered office and agent in Iowa, the names and addresses of directors and officers, and whether the corporation has members. Under the Code, a certificate of authority authorizes the foreign corporation to transact business in Iowa, subject to the state's right to revoke it, with the same rights and privileges and, except as the chapter provides, the same duties, restrictions, penalties and liabilities as a domestic corporation of like character. Read the nonprofit page for the application line by line.

A foreign limited partnership applies for a certificate of authority for $100 and a limited liability partnership files a statement of foreign qualification for $100. Amendments cost $100 for a limited partnership and $20 for a limited liability partnership. We prepare these case by case, so write to us first.

Every route needs a certificate of existence from where the entity was formed. Iowa's test: the certificate can be no more than ninety days older than the application's filing date. The count stops on the day Iowa files, not the day you mail, so we place the certificate order late.

Each entity type names someone in Iowa to receive legal papers. An LLC needs a registered agent who has a business location here. A corporation or nonprofit keeps a registered office and an agent at that office. The agent and office page sets out the differences, and changing the agent costs nothing to file.

The penalty depends on the entity. A foreign nonprofit that does business here with no certificate stands to face a civil penalty of as much as $1,000, and it cannot sue in an Iowa court. An LLC or business corporation loses the right to sue as well, although the LLC and business corporation chapters name no money penalty for it. The penalty page compares the three.

Iowa sells expedited handling for $50 (two business days) or $15 (five), a document, with no charge if the filing is rejected.

To repair a filed record, file a statement of correction. It identifies the record, names the defect and supplies the fix, and it takes effect as of the original filing, with a carve-out for those who relied on the old text. The state charges $5 for it.

For one simple LLC the filing is within an owner's reach. We add the sorting: a nonprofit that files the LLC paper, or a corporation that misses its even-year report, loses weeks. If you are unsure which paper fits, ask us before you order; our preparation fee is $199.