Iowa Certificate of Authority

If your company does or will do business in Iowa, but it was not formed in Iowa, you will often need to obtain Iowa Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

The Iowa Secretary of State website (https://sos.iowa.gov/) notes that “transacting business in Iowa is not defined by the Iowa Code. Instead, each situation is assessed on a case-by-case basis.”

According to Iowa’s corporate statutes, the following do not constitute transacting business within the state, and therefore do not require an Iowa Certificate of Authority:

a. Maintaining, defending, or settling any proceeding.

b. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.

c. Maintaining bank accounts.

d. Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities.

e. Selling through independent contractors.

f. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

g. Creating or acquiring indebtedness, mortgages, and security interests in real or personal
property.

h. Securing or collecting debts or enforcing mortgages and security interests in property
securing the debts.

i. Owning, without more, real or personal property.

j. Conducting an isolated transaction that is completed within thirty days and that is not
one in the course of repeated transactions of a like nature.

k. Transacting business in interstate commerce.

[source: https://www.legis.iowa.gov/docs/publications/iactc/73.1/CH0288.pdf]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if an Iowa Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship