Iowa Certificate of Authority

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If your company was not incorporated in Iowa, but you wish to do business there, you need to apply for an Iowa Certificate of Authority.

Iowa Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Iowa.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get an Iowa Certificate of Authority:

The Iowa Secretary of State requires you to complete an Application for an Iowa Certificate of Authority, which involves a fee of $100, regardless of whether your company is an LLC or corporation. 

If an entity would like to apply for foreign qualification in Iowa, a Certificate of Good Standing (known as a Certificate of Existence in Iowa) is required from your home state, dated within the past 90 days.

You must also appoint and list an Iowa Registered Agent. The Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the Iowa Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need an Iowa Certificate of Authority?

If your company does or will do business in Iowa, but it was not formed in Iowa, you will often need to obtain Iowa Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

The Iowa Secretary of State website (https://sos.iowa.gov/) notes that “transacting business in Iowa is not defined by the Iowa Code. Instead, each situation is assessed on a case-by-case basis.”

According to Iowa’s corporate statutes, the following do not constitute transacting business within the state, and therefore do not require an Iowa Certificate of Authority:

a. Maintaining, defending, or settling any proceeding.

b. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.

c. Maintaining bank accounts.

d. Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities.

e. Selling through independent contractors.

f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

g. Creating or acquiring indebtedness, mortgages, and security interests in real or personal
property.

h. Securing or collecting debts or enforcing mortgages and security interests in property
securing the debts.

i. Owning, without more, real or personal property.

j. Conducting an isolated transaction that is completed within thirty days and that is not
one in the course of repeated transactions of a like nature.

k. Transacting business in interstate commerce.

[source: https://www.legis.iowa.gov/docs/publications/iactc/73.1/CH0288.pdf]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if an Iowa Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship

Iowa Annual Requirements

Once you have Foreign Qualification in Iowa, you will be required to renew your registration every two years. 
 
Corporations must file a biennial report between January 1st and April 1st of every even-numbered year. LLCs and other entities must file in odd-numbered years. The first report must be filed in the next appropriate year, even if it’s less than two years after the company obtained the certificate.
 
For example:
  • Certificate of Authority obtained from Iowa in November, 2020.
     
  • If an LLC:
    • First biennial report due by April 1st of 2021
    • Second biennial report due by April 1st of 2023
       
  • If a corporation:
    • First biennial report due by April 1st of 2022
    • Second biennial report due by April 1st of 2024
 
The fee is $45 if paid online and $60 if a paper application is mailed in. This applies to both LLCs and corporations.
 
Please note that this annual requirement is independent from requirements you may have in Delaware or other states.

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