Iowa Certificate of Authority / LLCs
The Iowa filing an LLC makes in place of a certificate of authority
Iowa's LLC chapter speaks of registration rather than a certificate of authority: the LLC submits the statement numbered Form 635_0010, called the Foreign Registration Statement on the fee list, and the state files it, which gives the same permission to operate. The fee is $100. The Code names four statements the filing must make. We prepare it for $199.
The LLC filing in brief
- What it is
- Limited Liability Company Foreign Registration Statement
- Form no.
- Form 635_0010
- Fee
- $100
- Statements
- 4, listed in Iowa Code 489.903
- With it
- A certificate of existence dated no earlier than 90 days before Iowa files
- Where
- Fast Track Filing online, or the Business Services Division by mail
What does the LLC statement actually say?
In the Code's wording, the statement gives the name (and an alternate name if the real one does not comply), the jurisdiction of formation, the street and mailing addresses of the principal office and of any office the home law requires, and the name and street and mailing addresses of the registered agent in Iowa. It is signed on behalf of the company. Nothing in it asks for members, an operating agreement or a financial figure, which keeps the public record short.
LLC against nonprofit, side by side
| Point | LLC | Nonprofit corporation |
|---|---|---|
| Iowa paper | Foreign Registration Statement | Application for Certificate of Authority |
| Fee | $100 | $25 |
| Statements | 4 | 7 |
| Directors and officers | Not asked | Names and addresses listed |
| Membership question | Not asked | Whether it has members |
| Online | Yes, through Fast Track | Not marked as online |
How should the name appear?
The Code requires an LLC designation: the name of an LLC must contain the phrase "limited liability company" or "limited company" or an abbreviation such as LLC, L.L.C., LC or L.C. A company that cannot meet that rule picks a substitute name for Iowa, entered in the statement, and then trades under the substitute or under its real name plus its home jurisdiction. Compare the name with the state's records, because the name must be distinguishable on the records of the Secretary of State from names of existing entities, reserved names, registered names and fictitious names.
Which offices go on the statement?
The principal office, by street and mailing address, and any office the home law forces the LLC to keep. Many LLCs have only the first. Give the place from which the company is actually run, since the principal office address on the biennial report is later used for certified mail if the agent cannot be found.
Who can be the agent?
Someone with a place of business in Iowa, who has agreed. The designation itself affirms the agent's consent. The agent's duties are narrow: a registered agent's duties under the LLC chapter are to forward process, notices and demands to the address the company last supplied, to give notice if it resigns, and to keep its own details current in the statement.
What goes with the filing?
The home-state certificate of existence, in the form the statute describes: 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. Iowa applies the ninety-day test to the date the state files. If you mail the papers, allow for days in transit.
Can it be filed online?
Yes, through Fast Track Filing. The portal starts a filing by searching for the entity by name or number and asks for an account. The fee is $100 either way, and expedited handling adds $50 or $15.
What changes later?
An LLC amends the statement for $100 after a change of name or alternate name, of jurisdiction of formation, of an address required in the statement, or of the registered agent information. The agent can change by a statement that costs nothing.
Why do filings stall?
Causes of a returned filing:
- The home certificate is older than ninety days by the time Iowa files.
- The statement spells the name differently from the certificate.
- The agent has no Iowa business location.
- An office address lacks its mailing address.
- The statement is unsigned.
A refusal comes back with a written reason, and the filer has recourse to the Polk County district court.
How we prepare the LLC filing
You send the facts
Name, home jurisdiction, offices and agent.
We request the certificate
Timed so its age stays under 90 days.
We draft, you read
You approve the text before it goes to Iowa.
We send it
Online, for $100.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
LLC questions
Is there an LLC certificate of authority in Iowa?
The LLC chapter speaks of registration. The LLC files a registration statement, and Iowa can print a Certificate of Authorization/Registration afterward.
What does it cost?
$100 to Iowa.
Do I attach the operating agreement?
No. The Code's four statements do not include it.
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 Code 489.212, biennial report
- Iowa Fast Track Filing help, how to file a biennial report
- Iowa Code 489.112, permitted LLC names
- Iowa Code 489.906, noncomplying name of a foreign LLC
- Iowa Code 489.119, service of process on an LLC
- Iowa Code 489.115, registered agent
- Iowa Code 489.116, change of registered agent or address
- Iowa Fast Track Filing, login and sign-up page
- Iowa Secretary of State, preclearance and expedited services
- Iowa Code 489.122, LLC fees
- Iowa Code 489.904, amendment of a foreign registration statement
- Iowa Code 489.210, duty of the Secretary of State to file
Not sure which Iowa paper you need?
Name your entity type and home state and we will say what Iowa asks.