A foreign LLC is an LLC organized under the laws of any jurisdiction other than the state of Iowa. Foreign LLCs are not permitted to do business in Iowa until they have filed an Application for Certificate of Authority with the Iowa Secretary of State. However, Iowa law does not specify what constitutes “doing business” in Iowa for purposes of filing a certificate of authority. Rather, determining whether a proposed activity constitutes doing business in Iowa is fact-based and requires a review of applicable case law and other authorities. A foreign LLC caught doing business in Iowa without registering with the secretary of state is denied the right to bring actions in Iowa state courts. There are several actions an LLC is allowed to perform within the state of Iowa that does not constitute “doing business,” including maintaining accounts in financial institutions and selling through independent contractors.
To file for a certificate of authority, a foreign LLC must provide a foreign registration statement with an accompanying certificate of good standing or existence from the LLC’s home jurisdiction, dated within 90 days preceding the filing. A completed foreign registration statement must provide:
- The LLC’s state of formation
- The name of LLC* or the LLC’s DBA name (applicable if the entity’s name is not available in Iowa)
- The name and address of the LLC’s registered agent within Iowa
- The principal office of the LLC
- The name and address of at least one member (if member-managed) or one manager (if manager-managed)
- The date the LLC was formed in its home jurisdiction
- The duration of the LLC in its home jurisdiction
- The dated signature of an authorized person
* The name of an LLC filing to do business as a foreign LLC in Iowa must be distinguishable from the name of any other entity incorporated, organization, authorized, or reserved to transact business in Iowa. If there is a name conflict (that has not been waived), the foreign LLC may qualify/register to do business if it adopts an assumed name. The name of a foreign LLC that registers with the secretary of state must otherwise comply with Iowa Code § 489.108.
Additionally, foreign LLCs doing business in Iowa must determine if they require a specific license or permit to operate their business. They should also register with the Iowa Department of Revenue, just as if they were domestic LLCs.