In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Iowa.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Iowa.

The California LLC needs to register with the Iowa Secretary of State as an Iowa Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

You want to do business in the state of Iowa but are registered as a LLC in another state.  In order to legally conduct business in the state of Iowa you must register with the Iowa Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Iowa is called Iowa LLC Foreign Qualification.

The process of Iowa LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Iowa.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Iowa Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Iowa Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Iowa are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Iowa, an Iowa lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Iowa does not legally require a lawyer to form an Iowa Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming an Iowa Foreign LLC.  However, if there is anything about forming a Foreign LLC in Iowa that you're not sure about you should seek the advice of a competent Iowa lawyer, an Iowa accountant, or both before you form a Foreign LLC in Iowa.

Once you have made the decision to form a Foreign LLC in Iowa, an Iowa lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Iowa Foreign LLC.

You are not legally required to reserve a Company Name for a new Iowa LLC Corporation before you submit your application to Form a Foreign LLC in Iowa.

The LLC name that you have registered in your home state may or may not be available in Iowa.  In that case you need a different name your Iowa Foreign LLC.  Whether or not you need to reserve a company name for your new Iowa Foreign LLC depends entirely on your business situation.  The Iowa Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Iowa Foreign LLC Name.

If the Name you have chosen for your new Iowa Foreign LLC is already in use by a currently active Iowa Corporation or LLC then you will have to register a DBA Name with the county recorder in each Iowa county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Iowa Foreign LLC is available before we submit your Foreign LLC filing to the Iowa Secretary of State.  If necessary we can register a DBA Name in Iowa for you so that you can open your new Iowa business as quickly as possible.

1. Prove that you are registered in a state other than Iowa as a Domestic LLC
2. Choose a name for your Iowa Foreign LLC
3. File Registration Documents with the Iowa Secretary of State
4. Determine how you want your Iowa Foreign LLC to be taxed

1. Prove that you are registered in a state other than Iowa as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Iowa, you must first prove that you are registered in another state as a Domestic LLC.  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 LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 90 days from the date of your application for Iowa LLC Foreign Qualification.
   
   
   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 LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Iowa Foreign LLC
   
   You can use the same name in Iowa that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Iowa Foreign LLC 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 LLC name that you choose must be distinguishable from the name of any other registered Iowa LLC 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 LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Iowa Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of an Iowa Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Iowa Foreign LLC 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).
   We will check to make sure that your requested Iowa Foreign LLC name is available and conforms to all state of Iowa Limited Liability Company naming regulations.
3. File Registration Documents with the Iowa Secretary of State
   
   In order to Qualify as a Foreign LLC in Iowa you must file Registration Documents with the Iowa Secretary of State.  In Iowa the registration documents are named "Limited Liability Company Application for Authority".
   
   The registration documents must include certain specific information about your Iowa business.  If the LLC Registration Documents do not conform exactly to state of Iowa Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Iowa Foreign LLC has been approved, you may amend the registration documents for your Iowa Foreign LLC but you will have to pay a fee to the state of Iowa in order to make the changes official.
   
   
4. Determine how you want your Iowa Foreign LLC to be taxed
   
   The Iowa Corporate Income Tax Rate is variable depending on the annual net income of the Iowa Foreign LLC.  Iowa Corporate Income Tax Rates vary from 6 to 12%.  You may choose that your Iowa Foreign LLC is 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 Corporations. 
   
   You may choose to have your Iowa Foreign LLC 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%
   
   
   If you form a Single Member Iowa Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Iowa Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Iowa Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Iowa Foreign LLC will be taxed as a Partnership.
   
   Click here for more Iowa Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Iowa Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Iowa Foreign LLC
3. Keep proper records of your Iowa Foreign LLC on file
4. Pay your taxes to the state of Iowa

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming an Iowa Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Iowa Foreign LLC 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 LLC 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 LLC 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 LLC 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 LLC 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.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Iowa Foreign LLC
   
   The Iowa Biennial Report includes basic information about your Iowa Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Iowa Biennial Report to the Iowa Secretary of State on or before the due date may subject the Iowa Foreign LLC 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 LLC Biennial Report to the Iowa Secretary of State by the due date.
   
   
3. Keep proper records of your Iowa Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Iowa Foreign LLC:
   • Names and addresses of all Members and Managers of the Iowa Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Iowa Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Iowa Foreign LLC
   • Copies of all tax returns and Annual Reports for the Iowa Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Iowa
   
   Foreign LLCs 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.

In order to Form a Foreign LLC in Iowa you'll need the following information about your LLC:

• The name of your new Iowa Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Iowa (not a PO Box)
• A description of the nature of the business you are planning to operate with the Iowa Foreign LLC
• A good standing certificate from your home state no older that 90 days
• When the Iowa Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC in Iowa becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Iowa.

Processing times for new Iowa Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Iowa Foreign LLC applications takes the state around 3 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Iowa Foreign LLC.

The Iowa Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Iowa Secretary of State.

In our experience 3 business days is the time it usually takes the Iowa Secretary of State to process a new Iowa Foreign LLC application. We get your Iowa Foreign LLC application to the IA Secretary of State ASAP. Once it is at the state we have no control over the new Iowa Foreign LLC application process.

The state of Iowa charges $107.00 to Form a Foreign LLC in IA.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Iowa our processing fees are $145.00.  This includes:

• Same day processing in of your new Iowa Foreign LLC order
• IA Name Check and Reservation
• Prepare Limited Liability Company Application for Authority
• File Formation Documents with the Iowa Secretary of State
• Certified Copies of Formation Documents
• Iowa Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support