Iowa Statement of Foreign Qualification for an LLP

Iowa's Uniform Partnership Act (chapter 486A, Article 11) governs a partnership that is already an LLP under some other jurisdiction's law. Under section 486A.1102, that partnership files the statement first and transacts business afterward. Paperwork goes to the Lucas Building in Des Moines, where the Secretary of State's Business Services unit works.

Home-jurisdiction law keeps controlling the partners' dealings with each other and each partner's responsibility for partnership obligations (486A.1101). Iowa may not deny the statement because its own law differs, and the statement does not authorize any business an Iowa LLP could not conduct.

Section 486A.1104 lists what does not count, and its opening "include" signals that the list is not final. Ten items apply:

• Keeping up, defending or settling litigation
• Partner meetings and other internal affairs
• Maintaining bank accounts
• A transfer or registration office for the partnership's own securities, or trustees and depositories handling them
• Selling through independent contractors
• Orders, by mail or through employees or agents, that need acceptance outside Iowa to become contracts
• Creating or acquiring debt, with or without a mortgage, and other security interests
• Collecting debts or foreclosing on security, and holding and maintaining what is acquired that way
• A stand-alone transaction wrapped up within thirty days, unconnected to a run of look-alikes
• Interstate commerce

No ownership shelter

Notice what is missing. Unlike the Iowa lists for corporations and limited partnerships, this one has no item for owning property. Subsection 2 goes further. Income-producing real estate or tangible assets that an LLP owns in Iowa, apart from anything the list excludes, count as transacting business. An LLP that owns a rental building, leased farmland or income-producing equipment in Iowa should therefore expect to need the statement even without an office or staff here.

Subsection 3 keeps the list from deciding which contacts expose a partnership to service of process, taxation or other regulation. For borderline facts, consult an Iowa lawyer.

The form is titled Statement of Foreign Qualification of Foreign Limited Liability Partnership. Iowa's charge is $100, and the instructions say the check should name the Secretary of State as payee. The statute has two or more partners execute the statement, and the form provides three signature lines. The state's fee list leaves this filing unflagged for online use, which suggests paper, though the office can say whether Fast Track Filing takes it.

The statement asks for:

• The LLP's name, which has to satisfy its home jurisdiction and close with an LLP designation, either spelled out (with or without the word Registered) or abbreviated, as in R.L.L.P. or LLP
• The street address of its chief executive office, and of any office it keeps in Iowa
• If it has no Iowa office, the name and street address of its agent for service of process
• An optional delayed effective date, up to ninety days out

It does not ask for a list of partners, a purpose statement or a copy of the partnership agreement. Everything filed is open to public inspection under Iowa Code chapter 22.

None is required. Section 486A.1102 enumerates the contents of the statement, and neither the statute nor form 635_2003 refers to proof of existence from home. That differs from Iowa's corporation and nonprofit filings, which need a certificate under 90 days old, and from the limited partnership application, which needs one of any age.

The form itself is simple, but the LLP must actually be in existence at home. The statement's name has to end with an LLP designation and meet the home jurisdiction's rules, so make sure the home registration is current before you sign.

An agent for service of process is required only when the LLP has no office in Iowa (486A.1102(1)(c)). A partnership with an Iowa office lists the office instead. When an agent is needed, section 486A.1102(2) accepts either a person living in Iowa or any other party authorized to do business here. That wording leaves room for a company, and nothing in the article sets business hours.

Changes after filing go through the Secretary of State. An amendment to the statement of foreign qualification costs $20, and the Forms and Fees page also lists a $5 fee for a statement of change under chapter 486A. Confirm with the office which filing fits an agent swap.

Status as a foreign LLP stays effective, whatever happens inside the partnership, until it is cancelled (486A.1102(3)). Chapter 486A itself requires no periodic report. The Secretary of State's biennial report page, though, names LLPs alongside LLCs and nonprofit corporations as filers in odd-numbered years, with a $30 online fee or $45 on paper and a due date of April 1. Because the statute and the page do not match, check your record in Fast Track Filing for a report due date.

• Amendment. A change to the information in the statement is made by an amendment, $20.
• Cancellation. To leave Iowa, file a cancellation of the statement of foreign qualification, $20.
• Reinstatement. Iowa says that a foreign registrant cannot be reinstated and must register again under a new business number.
• Taxes. Iowa tax accounts are a separate matter from this filing.

Sections 486A.1103 and 486A.1105 set out what follows.

• Courts. Without a statement in effect, the LLP may not pursue an action or proceeding of its own in Iowa.
• Validity. Its contracts and acts are not made invalid by the gap, and it remains free to defend.
• Partners. Nobody loses a personal liability limit merely because the LLP transacted business before filing.
• Service. The Secretary of State acts as the LLP's agent to receive process for claims out of its Iowa business.
• Restraint. Iowa's attorney general can sue to have the LLP's activity here restrained.

The article specifies no fine, late fee or back fee.

Mainstay's qualification checkout does not take LLPs, since that checkout serves LLCs and for-profit corporations exclusively. The LLP, or its attorney, files form 635_2003. Mainstay's role is its Iowa registered agent: $149 per year, a rate that does not rise when you renew. The agent's Iowa address is the one you list on the statement, and the state's public record shows it.

Court papers served on the agent appear in your account as a scan the same business day, with no charge. Up to three government mailings in a calendar year are scanned for you free as well. Where a different agent is already on record, Mainstay handles the change filing and bills the state's fee at cost. The Iowa registered agent page has details. Mainstay does not practice law.