In order to register as a Foreign Corporation in the state of Iowa, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.



If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Iowa Foreign Corporation.

You can use the same name in Iowa that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Iowa Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Iowa Foreign Corporation name that you choose must be distinguishable from the name of any other registered Iowa Corporation or other business entity and the name must also be different from any reserved names on record with the state of Iowa.  Your Iowa Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Iowa Foreign Corporation name must not be a name that is likely to mislead the public.

The name of an Iowa Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.

It's important to choose a good name for your Iowa Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Iowa Secretary of State (and pay a fee).

Every Iowa Foreign Corporation must have an address that is physically located in the state of Iowa.  This address is "registered" with the Iowa Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Iowa to receive all correspondence on behalf of the Iowa Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Iowa Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Iowa or to provide a distinct level of privacy.

In order to Qualify as a Foreign Corporation in Iowa you must file Registration Documents with the Iowa Secretary of State.  In Iowa the registration documents are named "Application for Certificate of Authority".

The registration documents must include certain specific information about your Iowa business.  If the Registration Documents do not conform exactly to state of Iowa requirements they will be rejected. 

If you need to change any of the information on your registration documents after your Iowa Foreign Corporation has been approved, you may amend the registration documents for your Iowa Foreign Corporation but you will have to pay a fee to the state of Iowa in order to make the changes official.

  You may choose that your Iowa Foreign Corporation to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 

You may choose to have your Iowa Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Iowa Corporate Income Tax.

The Corporate Tax structure in the state of Iowa consists of four tax brackets:

• First $25,000 - 6%
• Next $75,000 - 8%
• Next $150,000 10%
• Over $250,001 - 12%

Note that forming an Iowa Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Iowa Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Iowa Foreign Corporation within Iowa you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Iowa Foreign Corporation vary depending on your business activities and the specific locations within the state of Iowa in which you want to conduct business.

If your Iowa Foreign Corporation will be selling products in Iowa you may be required to obtain a Reseller's Permit from the appropriate Iowa state agency.  If your Iowa Foreign Corporation will be selling products in Iowa you will also be responsible for all applicable local and state of Iowa sales taxes if there are any.

The Iowa Corporation Biennial Report includes basic information about your Iowa Foreign Corporation including information on your Officers and Directors.

Failure to submit a properly completed Iowa to the Iowa Secretary of State on or before the due date may subject the Iowa Foreign Corporation to being administratively dissolved in the state of Iowa or having its authority to transact business in the state of Iowa revoked by the Iowa Secretary of State.

Penalties may accrue if you fail to file any Iowa Foreign Corporation to the Iowa Secretary of State by the due date.

Foreign Corporations that either do business in the state of Iowa or that derive income from sources within the state of Iowa are subject to Iowa and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Iowa, you must allocate the amount of income derived from the state of Iowa in order to determine your Iowa state taxes.