Iowa Certificate of Authority / Delaware
A Delaware LLC and Iowa authority: the money and the order of work
A Delaware LLC should budget $550 for its first year of Iowa authority: $50 for a short-form Delaware certificate, $100 to Iowa, and the $400 tax that Delaware wants by June 1 no matter where the company works. Iowa's LLC chapter calls the step registration and not a certificate of authority, but the registration statement and the printout that follows serve the same purpose.
What each state wants from a Delaware LLC
| Item | Delaware | Iowa |
|---|---|---|
| Paper | Certificate of formation, already filed | Foreign Registration Statement |
| Fee | $400 yearly tax | $100 |
| Delaware certificate | Short form $50; long form $175 | At most 90 days old when Iowa files |
| Agent | Delaware address | Iowa business location |
| Yearly or biennial | Tax by June 1 | Odd years, January 1 to April 1, online fee below |
The Iowa biennial report costs $30 online. Delaware's late penalty is $200.
Why Delaware comes first
An LLC that owes Delaware tax cannot get other filings accepted or a good standing certificate there. So a Delaware LLC begins its Iowa project by checking its Delaware account. With tax unpaid, the certificate Iowa needs is out of reach, and if the debt lingers the LLC can fall off Delaware's register altogether.
Which Delaware certificate does Iowa want?
The statute names a certificate of existence or a document of similar import, authenticated by the official having custody of the records in the state or country of formation. Delaware offers a short form and a long form. Name the Delaware form you intend to order and we compare it with the statute's wording before you spend $175 on the long form.
The order of work
Pay Delaware's tax. Line up the Iowa agent. Complete the Iowa statement. Order the certificate. File. The certificate comes late because its ninety days run to the date Iowa files, and an LLC that orders it first and waits on an agent can see it expire.
Entering Delaware facts in the Iowa statement
Copy the name exactly as the certificate prints it, give Delaware as the jurisdiction, and supply both addresses of the main office. The Iowa statement makes four statements and none concerns members. If Delaware obliges the LLC to maintain an office at home, that office is listed as well.
If the entity is a Delaware corporation
A Delaware corporation does not use the LLC statement. It files Form 635_0110A for $100, lists its directors and officers, mails it, and reports in even-numbered years. A Delaware nonprofit applies on the nonprofit form. The guide sorts the three out, and the page for each shows the form.
What a Delaware default does to the Iowa plan
On an unpaid tax Delaware adds $200 and interest at 1.5 percent a month, counting part-months in full. An LLC in that spiral cannot supply a good standing certificate, and Iowa registration cannot finish without one. Keeping Delaware current is part of keeping Iowa on schedule.
Name changes
A new name at home means an amended Iowa statement, $100. A name without an LLC designation, or one too close to an existing Iowa record, requires a substitute for Iowa use before the LLC trades under it.
Choosing the certificate for a Delaware filing
Because the home certificate comes from the Delaware Division of Corporations, the choice is between the $50 short form and the $175 long form. Say which one you will order, and we test it against the Iowa wording before you pay.
Counting the cost over time
Delaware's tax recurs each year, while Iowa's report recurs every second year and its fee is smaller. Over two years a Delaware LLC in Iowa pays Delaware $400 twice and Iowa's $30 report once, on top of the $100 registration. The Iowa part is modest; the Delaware part is the budget line, and it is the larger of the two in each of the first two years.
An example from Davenport
Say a Delaware LLC that rents scaffolding opens a yard in Davenport. It settles its Delaware tax in spring, requests the short-form certificate, and engages a local lawyer as agent. Then it files through Fast Track. Its $550 first year includes the Delaware tax; its Iowa costs after that are the $30 biennial report and, eventually, $10 to withdraw.
Delaware to Iowa in order
Settle the Delaware tax
$400, due June 1.
Find the Iowa agent
Someone with an Iowa business location.
Draft the statement
Delaware name, jurisdiction, offices.
Request the certificate
Under 90 days old when Iowa files.
Submit
$100 through Fast Track.
Delaware questions
Does Iowa authority alter my Delaware tax?
No. Delaware keeps asking $400 by June 1.
Does a Delaware LLC receive a certificate of authority?
Iowa words the LLC step as registration. The filing goes in, and afterward the LLC can print a Certificate of Authorization/Registration.
Do I need two agents?
Yes, one in each state.
Our fee and Iowa's
We tell you which Iowa fee applies before you pay. An LLC and a nonprofit pay different amounts. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Get Iowa authority to operate
IA$199
+ the Iowa fee for your entity type, from $25
- The Iowa paper that fits your entity type, drafted from what you tell us
- The certificate of existence from home, ordered so it lands inside Iowa's ninety days
- An Iowa registered agent or office: ours, or your current one
- The filing sent and the state's record returned, with your report year marked
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Iowa Form 635_0106, nonprofit application for certificate of authority
- Iowa Form 635_0010, LLC foreign registration statement
- Iowa Code 489.903, foreign registration statement
- Iowa Code 490.1503, foreign corporation registration statement
- Iowa Code 504.1503, application for a certificate of authority
- Iowa Form 635_0110a, foreign profit corporation registration statement
- Iowa Code 490.122, business corporation fees
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Iowa Secretary of State, business entity forms and fees
- Division of Corporations, certificates of status and entity status online
- Iowa Fast Track Filing help, how to file a biennial report
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- Iowa Code 489.122, LLC fees
- Iowa Code 489.906, noncomplying name of a foreign LLC
Not sure which Iowa paper you need?
Name your entity type and home state and we will say what Iowa asks.