Form a Foreign LLC in Iowa – Limited Liability Company Application for Certificate of Authority

The Iowa Limited Liability Company Application For Certificate of Authority is part of a required application process with the Iowa Secretary of State when a Certificate of Authority is sought by a foreign Limited Liability Company. Several issues will need to be covered in the course of this application. Foreign Limited Liability Companies will need to fully Identify themselves and the Iowa Registered Agents that have been obtained and how the foreign Limited Liability Company is managed. Applying entities are given the ability to Name an Effective Date between the Filing Date and 90 Days past the Filing Date.

The Filing Fee for the Iowa Limited Liability Company Application for Certificate of Authority is $100.00. This may be remitted with a check that is payable to Iowa Secretary of State when filing by mail. You may use a credit card or prepaid account when filing by mail or online. In either case, you will need to provide the account information for the credit card or prepaid account being used to pay this Fee. When filing online, this may be provided directly on screen. If filing by mail by mail you must fill out the payment information for a credit card or prepaid account using a Charge Transaction Form or a Charge Account Holder Information Change Form, respectively.

How To File

Download Form

Step 1 – In Item 1, enter the Full Name of the foreign Limited Liability Company wishing to apply for an Iowa Certificate of Authority. This must be the exact Name on the record books in the foreign Liability Company’s parent state.

Step 2 – Item 1A has been provided for entities that may not use their Name in the State of Iowa. In such cases, the foreign Limited Liability applying for the Certificate of Authority must assume a different Name to operate under and be known as in the State of Iowa that is unique and possess the appropriate business suffix (i.e. “Limited Liability Company” or an appropriate abbreviation of such).

Step 3 – Next, in Item 2, report what jurisdiction (State or Foreign Country) the foreign Limited Liability Company formed under.

Step 4 – Item 3 shall require a definition for the lifespan of the Limited Liability Company applying for a Certificate of Authority. If the applying entity does not intend to dissolve, then enter the word “Perpetual.” If there is a Date this entity will dissolve then either write in the word “until” and report the Date of Dissolution or report the number of Years/Months/Days until the Date of Dissolution.

Step 5 – In Item 4, report the exact Date the foreign Limited Liability Company officially formed in the eyes of the jurisdiction it formed in.

Step 6 – Next, in Item 5, enter the Full Name of the foreign Limited Liability Company’s Iowa Registered Agent on the line labeled “Name.” Then on the line with areas labeled “Address,” “City,” “State,” and “Zip,” document the location of the Iowa Registered Agent’s Office. This may not be a P.O. Box because this Address must be where the Iowa Registered Agent may be physically found.

Step 7 – If the foreign Limited Liability Company has an Operating Agreement in place that defines such aspects as transferable interests, rights, powers, and duties, in regards to the property or responsibilities of the foreign Limited Liability Company, then mark the box labeled “Yes,” in Item 7a. If not, then mark the box labeled “No,” in Item 7a. If debts and liabilities will be held specific to a series then mark the box labeled “Yes” in Item 7b. If not, then mark the box labeled “No,” in Item 7b.

ia-foreign-llc-p1

Step 8 – In Item 8, place a mark in the first check box if the foreign Limited Liability Company is Member Managed. If the foreign Limited Liability Company is Manager Managed then place a check in the second check box. Then on the lines provided, report the Full Name and Address of one Member/Manager.

Step 9 – Next, in Item 9, you may select a Date other than the Filing Date for the Effective Date of this application to take hold. If there is a preferred Date then enter the Date and Time of the Desired Effective Date on the spaces provided. If there is no such Date you may leave this Item blank. Leaving this Item blank will mean the Effective Date will be the Filing Date.

Step 10 – Item 10 requires the foreign Limited Liability Company provide a Certificate of Existence issued (within 90 days of the Application Date) by the Secretary of State or Custodian of Records with this application.

Step 11 – Next, at the bottom of the page, at least one Authorized Representative of the applying Limited Liability Company must provide a Signature, Date of the Signature, then print his or her Name followed by the Title he or she holds on the blank lines labeled “Signature,” “Date,” and “Type or print Name and title” (respectively).

ia-foreign-llc-p2

Step 12 – After you have obtained the Certificate of Authority and filled out this application, you may submit these documents to the Secretary of State. You may pay the Filing Fee ($100.00) with a check made out to Iowa Secretary of State or you may enter your credit card information on the Credit Card Transmittal Form if you wish to pay with an American Express, Discover, MasterCard, or VISA. You may also use a prepaid account with the Iowa Secretary of State to pay this fee if you fill out and submit the Charge Account Holder Information Change Form. All applicable Fees, especially the Filing Fee, must be paid in order for these documents to be processed. You may submit these documents by mail or by uploading them onto a form to submit electronically.

To File Electronically

https://sos.iowa.gov/file/origination/index.aspx

To File By Mail

Secretary of State
Business Services Division
Lucas Building, 1st Floor
Des Moines, Iowa 50319

Step 13 РEvery two years, on odd numbered years, Limited Liability Companies operating in this state must file a Biennial Report. You may find more information regarding this requirement here: https://sos.iowa.gov/file/br/login.aspx