Iowa Certificate of Authority / Corporations
The Iowa filing a business corporation makes in place of a certificate of authority
A business corporation formed elsewhere gets Iowa authority by sending Form 635_0110A, together with $100. Like an LLC, it registers under its chapter's wording and does not receive a certificate of authority, though the state's record does the same job. The form, in its 7/22 revision, has 10 numbered items. The corporation's biennial report falls in even years, not odd.
The corporation filing in brief
- Version
- 635_0110A, revised 7/22
- Printed title
- Registration Statement, Foreign Profit Corporation
- Cost
- $100
- Enclosure
- A home certificate of existence issued up to 90 days before the application
- Report
- Even-numbered years, $60
- Route
- By mail
What does the corporation form ask?
On the form itself: the corporation name and any different name it will use in Iowa, the law under which it is incorporated, the date of incorporation, its duration, the street and mailing addresses of the principal office, any separate office the home law requires, the registered agent at the Iowa registered office, and its current directors and officers. The Code's list is shorter, five statements, and describes the same ground. The Code wording: the corporate name (and an alternate name if needed), the jurisdiction of formation, the principal office and any office required at home, the registered office in Iowa and its agent, and the names and business addresses of its directors and principal officers.
Corporation against LLC
| Point | Business corporation | LLC |
|---|---|---|
| Fee | $100 | $100 |
| Statements in the Code | 5 | 4 |
| Directors and officers | Listed on the form | Not asked |
| Duration | Asked | Not asked |
| Report year | Even-numbered | Odd-numbered |
| Report fee | $60 | $30 online |
| Online filing | No | Yes |
Who signs the form, and how many copies go in?
The form's notes say the chairperson of the board, the president or another officer signs; if directors have not been chosen an incorporator signs; if the corporation is in the hands of a court-appointed fiduciary the fiduciary signs; a copy of a signature is acceptable and verification is not required. Also, one copy of the document is delivered to the Secretary of State. For payment, checks are made payable to Secretary of State.
What if the corporation's name is not allowed?
Note 6 gives two options. The corporation may add a corporate word, or choose a compliant, available name for Iowa. In the note's terms, a corporation whose name does not meet section 401 of the Iowa Business Corporation Act can add "corporation", "incorporated", "company", "limited", "corp.", "inc.", "co." or "ltd." or choose a compliant, available name for Iowa. The alternative name is entered in item 1A.
When does the filing take effect?
The notes explain timing: the effective time is the later of the time of filing, the time stated in the document on the filing date, or a time and date stated in the document that is not more than 90 days after filing.
What does the home certificate need to say?
Item 9 refers to the enclosure. Its date may not precede the application date by more than 90 days, and whoever keeps the records where the corporation is incorporated must vouch for it. A certified copy of the articles is a different document and does not satisfy item 9.
How does the registered office work?
Unlike an LLC, a corporation keeps a registered office as well as an agent. A corporation keeps a registered office, which may be the same as a place of business, and a registered agent who is an Iowa-resident individual with a business office identical to the registered office, or a corporation or eligible entity whose business office is identical to it. Changing either takes a signed statement naming the corporation and giving the new details, with the agent's written consent, and it can be done on the report.
What is different about the report?
A business corporation reports in even-numbered years, between January 1 and April 1, for $60, and the report lists the president, secretary, treasurer and one director. If the report is incomplete and the corporation corrects it within thirty days after the notice becomes effective, it is treated as timely.
Amending and leaving
An amended statement, $100, follows a change of name or alternate name, of jurisdiction of formation, or of an address required in the statement. Leaving takes a statement of withdrawal at $10.
How we prepare the corporation filing
You send the particulars
Everything the form asks, from the corporate name to the officers.
We order the certificate
Dated to fit the 90 day limit.
We complete the ten items
The draft comes to you before it goes anywhere.
We mail it
With $100 to the Secretary of State.
Corporation questions
What is the price of Form 635_0110A?
$100.
Is there a corporation certificate of authority in Iowa?
The business corporation chapter speaks of registration. The state files the statement and the entity can print a Certificate of Authorization/Registration.
Can a corporation file online?
No. It goes by mail.
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 Fast Track Filing help, how to file a biennial report
- Iowa Code 489.207, effective date and time of a record
- Iowa Code 490.501, registered office and agent of a corporation
- Iowa Code 490.502, change of registered office or agent
- Iowa Code 490.1621, biennial report of a corporation
- Iowa Code 489.212, biennial report
- Iowa Code 490.1504, amendment of a corporation registration statement
- Iowa Code 489.122, LLC fees
- Iowa Code 490.1507, withdrawal of a foreign corporation
Not sure which Iowa paper you need?
Name your entity type and home state and we will say what Iowa asks.