Iowa Certificate of Authority / Nonprofits
The Iowa certificate of authority for a foreign nonprofit corporation
Iowa uses the words certificate of authority literally for a foreign nonprofit corporation. The corporation delivers an Application for Certificate of Authority (Form 635_0106) to the Secretary of State with a $25 fee, and a corporation that works in Iowa without one faces a civil penalty of up to $1,000. We prepare the application for $199.
The nonprofit certificate in brief
- Paper
- Application for Certificate of Authority
- Form
- 635_0106
- Fee
- $25
- Statute
- Iowa Code 504.1503
- Attach
- A home certificate of existence issued up to 90 days before filing
- Report
- Odd-numbered years, January 1 to April 1, no filing fee
- Penalty if skipped
- Up to $1,000
What does the application state?
The Code lists seven things: the name, the state or country of incorporation, the date of incorporation and period of duration, the principal office, the registered office and agent in Iowa, the names and addresses of directors and officers, and whether the corporation has members. If the corporation's name is unavailable in Iowa, it gives a name that meets the nonprofit chapter's name rule instead. Compared with the LLC statement, the application adds two things: the directors and officers, with business or home addresses, and whether the corporation has members.
The seven statements
| Statement | What it covers |
|---|---|
| 1 | The corporation's name, or a compliant name if its own is unavailable |
| 2 | The state or country whose law incorporated it |
| 3 | When it was incorporated and how long it is to last |
| 4 | The address of its principal office |
| 5 | The Iowa registered office and the registered agent at that office |
| 6 | The names and usual addresses of current directors and officers |
| 7 | Whether the corporation has members |
Enclose the home certificate or its equivalent, vouched for by whoever holds the records there and no more than 90 days old.
What does the certificate let the corporation do?
The Code answers directly: 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. It adds that Iowa is not authorized to regulate the organization or internal affairs of a corporation authorized here. So the certificate grants operating permission, not Iowa citizenship.
Who can be the registered agent?
A nonprofit keeps a registered office with the same address as its registered agent. 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. An individual who lives in Iowa and whose office is the registered office qualifies, and so does a domestic or authorized foreign business or nonprofit corporation at that office.
What happens if the corporation skips it?
It may not sue in Iowa until the certificate issues, and the same bar reaches a successor and an assignee of a claim. A court may stay a suit while deciding whether a certificate is needed. The corporation also faces a civil penalty of up to $1,000, which the attorney general may collect, though its acts stay valid and it may defend.
Is the application filed online?
No, the nonprofit application goes by mail. Mail the application and certificate to Business Services Division, First Floor, Lucas Building, 321 E. 12th Street, Des Moines, IA 50319 with the fee. Expedite is available at $50 or $15.
How does it change or end?
A new name, a new duration or a new state of incorporation calls for an amended certificate of authority, priced at $25. Leaving requires a certificate of withdrawal, for which the application costs $5. It cannot leave until that certificate is in hand.
How can the certificate be revoked?
The Secretary of State may start revocation of a nonprofit's certificate of authority when a biennial report is sixty days late, there has been no agent or registered office for sixty days, an agent or office change goes unreported for ninety days, a false document was signed knowingly, or the home state certifies dissolution; the corporation gets sixty days after service of notice to correct each ground. The attorney general may also seek revocation if the corporation has continued to exceed or abuse the authority conferred on it by law. And revocation does not end the authority of the registered agent, and it makes the Secretary of State the corporation's agent for process on claims from the authorized period.
What about the biennial report?
A nonprofit files its report in odd-numbered years, between January 1 and April 1, with no filing fee. Sixty days of delay give the state a ground for revocation, so the window matters even without a fee.
How we prepare the nonprofit application
You send the details
Name, home state, incorporation date, duration, offices, directors, officers and member status.
We order the certificate
Timed to the 90 day window.
We draft the application
You review it before anything is sent.
We mail it
With the $25 fee.
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.
Nonprofit questions
What does the nonprofit certificate cost?
$25.
Does the biennial report cost anything?
Not at filing. Nonprofits owe the state no fee for the report.
What is the penalty for operating without one?
A civil penalty up to $1,000, plus a bar on suing in Iowa courts.
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 Code 504.1502, consequences of transacting business without authority
- Iowa Secretary of State, business entity forms and fees
- Iowa Code 504.1505, effect of a certificate of authority
- Iowa Code 504.1507, registered office and agent of a foreign nonprofit
- Iowa Secretary of State, preclearance and expedited services
- Iowa Code 504.1504, amended certificate of authority
- Iowa Code 504.1521, withdrawal of a foreign nonprofit
- Iowa Code 504.1531, grounds for revocation of a certificate of authority
- Iowa Code 504.1532, procedure for and effect of revocation
Not sure which Iowa paper you need?
Name your entity type and home state and we will say what Iowa asks.