Iowa Foreign Registration / LLC form

Iowa Form 635_0010, the foreign LLC registration statement, line by line

The Foreign Registration Statement, Form 635_0010, registers an out-of-state LLC with the Iowa Secretary of State for $100, and the Code names four statements it has to make. The statute is Iowa Code 489.903, and the form can be filed through Fast Track Filing. We prepare and file it for $199.

Form 635_0010 in brief

Title: Limited Liability Company Foreign Registration Statement
Number: Form 635_0010
Filer: An LLC whose home is a different state or a foreign country
Statute: Iowa Code 489.903
Fee: $100
Travels with: The home office's certificate of existence, dated 90 days or fewer before the state files it
Route: Fast Track Filing, or mail to the Business Services Division

The four statements

Statement	What the Code requires	What goes in
One	The LLC's name, plus an alternate name when the real one fails Iowa's name rule	The legal name copied from the home certificate
Two	The jurisdiction in which the LLC was formed	The state or country of organization
Three	The main office by street and mailing address, plus any office that home law requires	The working headquarters, and the home-state office if one is mandatory
Four	The agent's name, plus street and mailing addresses for the agent's Iowa business location	An Iowa agent who has said yes

The statute adds that the foreign company signs the statement, and the certificate rides along with it.

Statement one: the name

The name needs an LLC designation, because the name of an LLC must contain the phrase "limited liability company" or "limited company" or an abbreviation such as LLC, L.L.C., LC or L.C. A company that falls short can register under an alternate name for Iowa and, once registered, trade here under that name or under its real one with its jurisdiction added. Changing later to a noncomplying name means amending before the new name is used.

Statement two: where it was formed

Take the jurisdiction from the home certificate so the statement and the attachment tell the same story. For a company organized overseas, name the country. The exact legal name on the same page of the certificate is the one to copy into statement one.

Statement three: the offices

Each office carries two addresses, street and mailing. The principal office is wherever the company is run from. A second office appears only if the law of the LLC's home forces it to keep one there. A company that works from a shared suite should give the address at which it can truly be reached.

Statement four: the agent

The agent's name goes in with the street and mailing addresses of the agent's business location in Iowa. The Code insists that the agent have such a location here, so a mailbox without an office behind it is a risky choice. Naming the agent is an affirmation that the agent consented.

The attachment

The certificate is not on the form but it must reach the office with it. What Iowa takes is a certificate of existence or a document of similar import, authenticated by the official having custody of the records in the state or country of formation. The date test runs backward from the date the state files, so submit soon after the certificate arrives.

Portal or post

The amount is $100 either way. This statement can be filed online through Fast Track Filing. By post it goes to Business Services Division, First Floor, Lucas Building, 321 E. 12th Street, Des Moines, IA 50319. Expedited handling costs $50 for two business days or $15 for five.

Changing the statement afterwards

An amended statement is its own filing at $100. The Code calls for one after a change of name or alternate name, of jurisdiction of formation, of an address required in the statement, or of the registered agent information. File it when the change happens, not at the next report.

What the statement leaves out

None of the four statements asks for the members' names, the operating agreement or any financial figure. The record that results shows the company, its offices and its agent. That is the reason the filing stays short and the reason the attachments matter: the certificate is the only document that vouches for the company.

Where a filing goes wrong

The usual causes of a returned filing:

A home certificate that is too old by the filing date.
A name that differs between the statement and the certificate.
An agent with no Iowa business location.
A missing mailing address on an office.
No signature from the company.

If the office refuses a filing it has fifteen business days to return it or tell you why, and you may ask the Polk County district court to order it filed.

How we prepare Form 635_0010

You send the facts
Name, jurisdiction, offices and agent.
We date the certificate
Inside the 90 day window.
We draft, you review
Nothing is filed until you approve it.
We submit it
Through Fast Track Filing at $100.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

LLC form questions

What does Form 635_0010 cost?

$100.

Can the form go in online?

Yes. The forms and fees page marks it as available through Fast Track Filing.

Do I enclose the operating agreement?

No. The four statements in the Code do not include it.

We prepare Form 635_0010

Our charge and the state's fee

Register my LLC in Iowa

+ $100 Iowa filing fee

The Iowa Limited Liability Company Foreign Registration Statement (Form 635_0010), drafted from what you tell us
A home-state certificate ordered so its date falls inside Iowa's ninety-day window
An Iowa registered agent located here: ours, or the one you use today
The filing submitted, the state's record returned to you, and your first biennial report window marked
Renewal: after the first year, the agent service renews at $149 a year

$199

Iowa

Our charge and the Iowa fee appear as separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

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