For AI agents: read the machine-readable documentation index at /llms.txt or the single-file full reference at /llms-full.txt.
Form a Business

FOREIGN CORPORATIONS

Iowa Code tit. XII, ch. 490, subch. XV
in effect

Iowa Code § 490.1501 Governing law.

490.1501. Governing law. 1. The law of the jurisdiction of formation of a foreign corporation governs all of the following: a. The internal affairs of the foreign corporation. b. The interest holder liability of its shareholders. 2. A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state. 3. Registration of a foreign corporation to do business in this state does not permit the foreign corporation to engage in any business or affairs or exercise any power that a domestic corporation cannot lawfully engage in or exercise in this state. 89 Acts, ch 288, §161; 2021 Acts, ch 165, §187, 230

Iowa Code § 490.1502 Registration to do business in this state.

490.1502. Registration to do business in this state. 1. A foreign corporation shall not do business in this state until it registers with the secretary of state under this chapter. 2. A foreign corporation doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state. 3. The failure of a foreign corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state. 4. A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering. 5. Section 490.1501, subsection 1, applies even if a foreign corporation fails to register under this chapter. 89 Acts, ch 288, §162; 2021 Acts, ch 165, §188, 230

Iowa Code § 490.1503 Foreign registration statement.

490.1503. Foreign registration statement. 1. To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state all of the following: a. The corporate name of the foreign corporation and, if the name does not comply with section 490.401, an alternate name as required by section 490.1506. b. The foreign corporation’s jurisdiction of formation. c. The street and mailing addresses of the foreign corporation’s principal office and, if the law of the foreign corporation’s jurisdiction of formation requires the foreign corporation to maintain an office in that jurisdiction, the street and mailing addresses of that office. d. The street and mailing addresses of the foreign corporation’s registered office in this state and the name of its registered agent at that office. e. The names and business addresses of its directors and principal officers. 2. The foreign corporation shall deliver the completed foreign registration statement to the secretary of state, and also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated which is dated no earlier than ninety days prior to the date the application is filed by the secretary of state. 89 Acts, ch 288, §163; 96 Acts, ch 1170, §14; 2021 Acts, ch 165, §189, 230

Iowa Code § 490.1504 Amendment of foreign registration statement.

490.1504. Amendment of foreign registration statement. A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following: 1. Its name or alternate name. 2. Its jurisdiction of formation, unless its registration is deemed to have been withdrawn under section 490.1508 or transferred under section 490.1510. 3. An address required by section 490.1503, subsection 1, paragraph “c”. 89 Acts, ch 288, §164; 2021 Acts, ch 165, §190, 230

Iowa Code § 490.1505 Activities not constituting doing business.

490.1505. Activities not constituting doing business. 1. Activities of a foreign corporation that do not constitute doing business in this state for purposes of this subchapter include all of the following: a. Maintaining, defending, mediating, arbitrating, or settling a proceeding. b. Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors. c. Maintaining accounts in financial institutions. d. Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositories with respect to those securities. e. Selling through independent contractors. f. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts. g. Creating or acquiring indebtedness, mortgages, or security interests in property. h. Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired. i. Conducting an isolated transaction that is not in the course of similar transactions. j. Owning, protecting, and maintaining property. k. Doing business in interstate commerce. 2. This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of this state other than this chapter. 89 Acts, ch 288, §165; 2021 Acts, ch 165, §191, 230

Iowa Code § 490.1506 Noncomplying name of foreign corporation.

490.1506. Noncomplying name of foreign corporation. 1. A foreign corporation whose name does not comply with section 490.401 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 490.401 by filing a foreign registration statement under section 490.1503, or if applicable, a transfer of registration statement under section 490.1510, setting forth that alternate name. After registering to do business in this state with an alternate name, a foreign corporation shall do business in this state under any of the following: a. The alternate name. b. The foreign corporation’s name, with the addition of its jurisdiction of formation. 2. If a registered foreign corporation changes its name after registration to a name that does not comply with section 490.401, it shall not do business in this state until it complies with subsection 1 by amending its registration statement to adopt an alternate name that complies with section 490.401. 89 Acts, ch 288, §166; 96 Acts, ch 1170, §15; 2006 Acts, ch 1089, §13; 2021 Acts, ch 165, §192, 230

Iowa Code § 490.1507 Withdrawal of registration of registered foreign corporation.

490.1507. Withdrawal of registration of registered foreign corporation. 1. A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and state all of the following: a. The name of the foreign corporation and its jurisdiction of formation. b. That the foreign corporation is not doing business in this state and that it withdraws its registration to do business in this state. c. That the foreign corporation revokes the authority of its registered agent in this state. d. An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3. 2. After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504. 2021 Acts, ch 165, §193, 230 Former section 490.1507 stricken effective January 1, 2022, by 2021 Acts, ch 165, §193, 230

Iowa Code § 490.1508 Deemed withdrawal upon domestication or conversion to certain domestic entities.

490.1508. Deemed withdrawal upon domestication or conversion to certain domestic entities. A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effectiveness of such event. 2021 Acts, ch 165, §194, 230 Former section 490.1508 stricken effective January 1, 2022, by 2021 Acts, ch 165, §194, 230

Iowa Code § 490.1509 Withdrawal upon dissolution or conversion to certain nonfiling entities.

490.1509. Withdrawal upon dissolution or conversion to certain nonfiling entities. 1. A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved corporation or the converted domestic or foreign nonfiling entity and state: a. In the case of a foreign corporation that has completed winding up all of the following: (1) Its name and jurisdiction of formation. (2) That the foreign corporation withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf. (3) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3. b. In the case of a foreign corporation that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership all of the following: (1) The name of the converting foreign corporation and its jurisdiction of formation. (2) The type of the nonfiling entity to which it has converted and its name and jurisdiction of formation. (3) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf. (4) An address to which process on the foreign corporation may be sent by the secretary of state under section 490.504, subsection 3. 2. After the withdrawal of the registration of a foreign corporation, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504. 2021 Acts, ch 165, §195, 230 Former section 490.1509 stricken effective January 1, 2022, by 2021 Acts, ch 165, §195, 230

Iowa Code § 490.1510 Transfer of registration.

490.1510. Transfer of registration. 1. If a registered foreign corporation merges into a nonregistered foreign corporation or converts to a foreign corporation required to register with the secretary of state to do business in this state, the foreign corporation shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign corporation and state all of the following: a. The name of the registered foreign corporation and its jurisdiction of formation before the merger or conversion. b. The name of the surviving or converted foreign corporation and its jurisdiction of formation after the merger or conversion and, if the name does not comply with section 490.401, an alternate name adopted pursuant to section 490.1506. c. All of the following information regarding the surviving or converted foreign corporation after the merger or conversion: (1) The street and mailing addresses of the principal office of the foreign corporation and, if the law of the foreign corporation’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office. (2) The street and mailing addresses of the foreign corporation’s registered office in this state and the name of its registered agent at that office. 2. On the effective date of a transfer of registration statement as determined in accordance with section 490.123, the registration of the registered foreign corporation to do business in this state is transferred without interruption to the foreign corporation into which it has merged or to which it has been converted. 2021 Acts, ch 165, §196, 230 Former section 490.1510 stricken effective January 1, 2022, by 2021 Acts, ch 165, §196, 230

Iowa Code § 490.1511 Administrative termination of registration.

490.1511. Administrative termination of registration. 1. The secretary of state may terminate the registration of a registered foreign corporation in the manner provided in subsections 2 and 3, if any of the following applies: a. The foreign corporation does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state. b. The foreign corporation does not deliver its biennial report to the secretary of state within sixty days after it is due. c. The foreign corporation is without a registered agent or registered office in this state for sixty days or more. d. The secretary of state has not been notified within sixty days that the foreign corporation’s registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued. 2. The secretary of state may terminate the registration of a registered foreign corporation by doing all of the following: a. Filing a certificate of termination. b. Delivering a copy of the certificate of termination to the foreign corporation’s registered agent or, if the foreign corporation does not have a registered agent, to the foreign corporation’s principal office. 3. The certificate of termination must state all of the following: a. The effective date of the termination, which must be not less than sixty days after the secretary of state delivers the copy of the certificate of termination as prescribed in subsection 2, paragraph “b”. b. The grounds for termination under subsection 1. 4. The registration of a registered foreign corporation ceases on the effective date of the termination as set forth in the certificate of termination, unless before that date the foreign corporation cures each ground for termination stated in the certificate of termination. If the foreign corporation cures each ground, the secretary of state shall file a statement that the certificate of termination is withdrawn. 5. After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 490.504. 2021 Acts, ch 165, §197, 230; 2022 Acts, ch 1058, §13

Iowa Code § 490.1512 Action by attorney general.

490.1512. Action by attorney general. The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter. 2021 Acts, ch 165, §198, 230
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=490&year=2026Fetched: 10/20/2026

Starting a business in Iowa? Iowa LLC guide: costs and requirements