Iowa Certificate of Authority / Withdrawing
Giving up the authority: withdrawal for an LLC, a corporation and a nonprofit
An entity that is done with Iowa gives up its authority by filing a Statement of Withdrawal, which costs $10 for an LLC (Form 635_08_2) or a business corporation (Form 635_0115). A nonprofit does it differently: it applies for a certificate of withdrawal on Application for Withdrawal for $5, and may not leave until the certificate issues. This page sets the three routes side by side.
Withdrawal in brief
- LLC
- Statement of Withdrawal, Foreign Limited Liability Company, Form 635_08_2, $10
- Business corporation
- Statement of Withdrawal, Form 635_0115, $10
- Nonprofit corporation
- Application for Withdrawal, $5
- Limited partnership
- Cancellation of certificate of authority, $20
- Online
- The LLC statement is marked as a Fast Track filing
What each route says
| Entity | It says | Address for process |
|---|---|---|
| LLC | Business in Iowa has ended, the registration is surrendered, and the agent's authority is revoked | A mailing address for copies of process |
| Business corporation | The same two points, under section 490.1507 | An address for process from the Secretary of State |
| Nonprofit | Business has ended, authority is surrendered, the agent is revoked, and the Secretary of State is the contact for process | A mailing address for copies of process |
The LLC form has five numbered items. The name of the LLC and any different name it uses in Iowa, the law under which it was formed, a statement that it is not doing business in Iowa and withdraws its registration, a statement that it revokes the authority of its registered agent, and a mailing address to which the Secretary of State may mail a copy of any process.
The LLC statement
Form 635_08_2, in its 1/24 revision, is short. The form must be signed by a person authorized by the company, and a copy of a signature is acceptable, and the LLC must notify the Secretary of State of any change in the mailing address for process. Afterward, after withdrawal, service on a claim arising while the entity was registered may still be made under the service of process section.
The corporation statement
A registered foreign corporation withdraws by statement of withdrawal that says it is not doing business in Iowa, revokes its agent's authority and gives an address for process from the Secretary of State. We prepare it on the current form.
The nonprofit application
A foreign nonprofit corporation may not withdraw until it obtains a certificate of withdrawal; its application says it is not transacting business, surrenders its authority, revokes its agent and names the Secretary of State as agent for process, and gives a mailing address. Once the withdrawal is effective, serving the Secretary of State counts as serving the corporation, and the office posts a copy to the address in the application.
Endings that need no separate filing
Some events do the job themselves. A registered foreign LLC that domesticates to an Iowa LLC, or converts to an Iowa corporation, nonprofit corporation, other filing entity or LLP, is deemed to have withdrawn when that takes effect. Others use a different paper: a registered foreign LLC that merges into an unregistered foreign entity, or converts to a foreign entity that must register, has the new entity deliver a transfer of registration statement, and the registration passes on without interruption. And a dissolved LLC delivers a statement: a registered foreign LLC that has dissolved and finished winding up, or converted to a nonfiling entity other than an LLP, delivers a statement of withdrawal.
What withdrawing leaves in place
Old duties from the authorized years survive, and tax is a separate subject. The entity is not closed at home. Claims from the authorized period can still be routed through the Secretary of State. And an entity that returns to Iowa later starts over with a new filing at the full fee.
What leaving costs
An LLC that registers and withdraws spends $110 across the two filings; a nonprofit that applies and withdraws spends $30. Any report fees in between are extra, apart from the nonprofit, which pays none.
Stay or go?
An entity that may come back soon has a real trade-off. Staying registered keeps an agent on the payroll and a report on the schedule. Going costs the small withdrawal fee now and the full registration fee again on return. When the Iowa work is truly over, withdraw; when it is only paused, compare a year of agent fees with paying twice.
Withdrawing from Iowa
Check that the work has stopped
No staff, premises or live contracts in Iowa.
Choose an address for process
One that will still receive mail.
Select the paper
A statement of withdrawal, or the nonprofit application for withdrawal.
Sign and send
An LLC can file online; the others go by mail.
Withdrawal questions
How much is it?
$10 for an LLC or business corporation and $5 for a nonprofit.
Does a nonprofit need a certificate to leave?
Yes. Departure waits on a certificate of withdrawal.
Does withdrawal end the agent's role?
Yes. Each route revokes the agent's authority.
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
- Iowa Secretary of State, business entity forms and fees
- Iowa Form 635_08_2, LLC statement of withdrawal
- Iowa Code 489.907, withdrawal of a foreign LLC registration
- Iowa Code 490.1507, withdrawal of a foreign corporation
- Iowa Code 489.122, LLC fees
- Iowa Code 504.1521, withdrawal of a foreign nonprofit
- Iowa Code 489.119, service of process on an LLC
- Iowa Code 489.908, deemed withdrawal on domestication or conversion
- Iowa Code 489.910, transfer of a foreign registration
- Iowa Code 489.909, withdrawal on dissolution or conversion
Not sure which Iowa paper you need?
Name your entity type and home state and we will say what Iowa asks.