Iowa Foreign Registration / Leaving Iowa

Leaving Iowa: the statement of withdrawal for a foreign LLC

A foreign LLC that is done with Iowa files a Statement of Withdrawal on Form 635_08_2, and the fee is $10. The form, in its 1/24 revision, has five numbered items: the company's name, the law it was formed under, a declaration that it is not doing business in Iowa and withdraws, a revocation of its agent's authority, and a mailing address for process. Corporations use a different form at the same price.

Withdrawal in brief

Filing: Statement of Withdrawal, Foreign Limited Liability Company
Form: 635_08_2, 1/24 revision
Statute: Iowa Code 489.907
Fee: $10
Online: Marked on the forms and fees page as a Fast Track filing
Corporation version: Form 635_0115, also $10

The five items

Item	What it says
1	The LLC's name, and the name it uses in Iowa if that differs
2	The state or country whose law formed it
3	That it is not doing business in Iowa and withdraws its registration
4	That it revokes the authority of its Iowa registered agent
5	A mailing address for the copy of any process the Secretary of State receives

The form's notes add that the form must be signed by a person authorized by the company, and a copy of a signature is acceptable, and that the effective time is the later of the filing time or a time named in the document, no more than ninety days after filing.

Item 3: a statement of fact

The third item is a promise that the LLC has stopped. Before signing, confirm that nobody works for it in Iowa and that no premises or open contracts remain. If something does, withdrawing early could leave the company doing business unregistered, barred from suing here until it registers again at $100.

Item 5: where old claims land

After withdrawal, service on a claim arising while the entity was registered may still be made under the service of process section. The Secretary of State mails a copy to the address in item 5, and the LLC must notify the Secretary of State of any change in the mailing address for process. Pick one that will be attended a year or two from now, for instance headquarters or outside counsel.

The corporation's version

A foreign corporation leaves Iowa on Form 635_0115. Section 490.1507 has the statement name the corporation and its home jurisdiction, say that business in Iowa has stopped and the registration is withdrawn, cancel the agent's authority, and supply a process address for the Secretary of State. The statute sets what the filing must say, and we prepare it on the current form.

Endings that need no form

Some events withdraw the registration by themselves. A registered foreign LLC that domesticates to an Iowa LLC, or converts to an Iowa corporation, nonprofit corporation, other filing entity or LLP, is deemed to have withdrawn when that takes effect. Others call for a different paper: a registered foreign LLC that merges into an unregistered foreign entity, or converts to a foreign entity that must register, has the new entity deliver a transfer of registration statement, and the registration passes on without interruption. And a registered foreign LLC that has dissolved and finished winding up, or converted to a nonfiling entity other than an LLP, delivers a statement of withdrawal.

What withdrawal leaves alone

It does not erase duties from the registered years, and it says nothing about tax. It does not close the company at home, where dissolution has its own steps. And old claims remain reachable through the Secretary of State.

Arithmetic of leaving

The withdrawal is $10. A company that registered and withdrew without ever reporting pays $110 in Iowa fees across the two filings. One that files a report online first adds the report's $30.

Leave, or stay quiet?

A company that may return within a year or two faces a trade. Staying registered means keeping an agent and filing the next biennial report. Leaving costs $10 now and $100 again if work resumes. If the work is over, withdraw. If it is only slow, set a year of agent fees against the cost of registering twice.

Tell the people who hold your registration on file

After the withdrawal is filed, tell any bank, customer or landlord that has your Iowa registration on file, and give them the date and the address for process.

Withdrawing from Iowa

Confirm the work has ended
No staff, premises or open contracts in Iowa.
Pick the process address
Somewhere mail will still be opened.
Fill in the five items
Name, home law, declaration, agent and address.
Sign and file
$10, online or on paper.

Withdrawal questions

How much is the withdrawal?

$10 for an LLC or a corporation.

Does it end my agent's role?

Yes. Item 4 revokes the agent's authority.

Can I be sued afterward?

Over something that arose while you were registered, yes, with papers served on the Secretary of State.

Let us handle the withdrawal

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

Ready to register in Iowa?

Share the home state and the month you expect work in Iowa to begin.