The Iowa certificate of authority guide: one route for each kind of entity

The nonprofit chapter uses the phrase literally. A foreign nonprofit corporation may not transact business here before it holds a certificate of authority issued by the Secretary of State, and the chapter spells out what the certificate does: 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. The LLC and business corporation chapters use "register" for the same permission.

Each chapter sets aside eleven activities that do not count, and the nonprofit list differs in a few details. Our page on when authority is required sets the three lists side by side. If your only Iowa contacts are on the list for your type, you may not need to file. If you work here regularly, you probably do.

All three routes need a certificate of existence, or an equivalent, from the official who keeps the entity's records at home. Iowa's test is the date: no earlier than 90 days before the date the application is filed. Because the count runs to the filing date and not the mailing date, order the certificate when everything else is ready.

For an LLC, a registered agent with a place of business in Iowa. For a business corporation, a registered office and a registered agent at that office. For a nonprofit, the same pairing: a foreign nonprofit corporation keeps a registered office with the same address as its registered agent, who may be an Iowa-resident individual or a domestic or authorized foreign business or nonprofit corporation at that office. Get a clear yes from whoever will serve before you file.

An LLC's four statements cover its name, home jurisdiction, offices and agent. A corporation adds its directors and principal officers. A nonprofit adds the date and period of duration, the directors and officers, and whether it has members. In every case the signer is someone the entity has authorized, and the statements describe the entity as it stands on the day of filing. If anything changes between drafting and filing, redo the line before you send.

For an LLC the portal is the quicker route and the fee is the same. A corporation or a nonprofit files by mail. A mailed filing lands when the post lands, and the ninety-day clock on the home certificate runs the whole time. If you are close to the limit, consider expedited handling or a courier. Fast Track Filing also has a paper option for reports, which brings up a PDF to print and mail.

Iowa's duty to file a conforming record is ministerial. If it declines, the office must send the record back or give a short written explanation within fifteen business days, and the filer can turn to the Polk County district court to have the filing ordered. A rejection arrives by mail as a list of what to fix. Fast Track uses a user name and password login, with a Create Account link for new filers. The office is a filing repository, so check the status of your filing afterward and correct any mistake. Once the filing is accepted, the entity shows in the state's records and its Certificate of Authorization/Registration can be printed.

Ending authority is a filing too: $10 for an LLC or corporation, $5 for a nonprofit. For a nonprofit, departure waits on a certificate of withdrawal. The withdrawal page covers all three.

Choosing the wrong paper costs more than the fee. An LLC statement filed for a nonprofit leaves the nonprofit without a certificate of authority, exposed to the penalty ceiling and the bar on suing. A nonprofit application filed for an LLC leaves the LLC unregistered. Either way the filing is returned, the home certificate may age out, and the entity has operated without the paper it needed. A short call at the start is cheap by comparison.

The state files the record and, for a registered foreign entity, the Business Entity Summary offers a printable Certificate of Authorization/Registration. It is the document most customers mean when they ask for a certificate of authority.

A statement of correction repairs a filed record by identifying it, naming the defect and supplying the fix, and it generally takes effect as of the original filing. The fee is $5.

When a deadline is close, paid speed is the first choice: $50 gets two business days and $15 gets five, per document, with nothing owed if the filing is rejected. The review service suits a document you doubt, at $250 for same day, but it carries no filing date and so adds a step.

Every entity ends up with five dates to keep. The certificate's issue date opens the ninety-day period, and Iowa's filing date closes it and starts the authority. After that come the January 1 to April 1 report window and its repeat every second year, the point sixty days past any missed deadline when termination or revocation may begin, and any day the agent or office changes. Put all five on one sheet.