The Office of the Iowa Secretary of State files these documents; however, the staff is not permitted to give legal advice on what you should or should not file. If you have further questions about which option is best for you, you will need to speak with your own legal counsel. 

The Office of the Iowa Secretary of State recognizes the entities by which chapters of the Iowa Code govern their existence. A limited liability company and a Nonprofit corporation are two different things. LLCs are registered under Iowa Code 489 and Nonprofit Corporations are registered under Iowa Code 504. 

The Office of the Iowa Secretary of State maintains filings for businesses in the state of Iowa. We will file and record your establishing documents, your biennial reports, and changes to that information. We are not permitted to advise you on what you should file. However, we do have information on our website about several business resources that may be able to assist you by defining and explaining the different entity types to help you make the best decision for your business. You may also want to consult your own legal counsel when deciding which chapter to file under.

Sole proprietorships in Iowa are filed with the County Recorder’s office in the county where the individual plans to do business. You would file a Trade Name Application. Contact your County Recorder’s office for further information; the form will be specific to the county you are registering in.

Most entities registered in Iowa are classified as a foreign or a domestic entity. Domestic entities are organized under and subject to the laws of the state of Iowa. A foreign entity is organized, established under, and subject to the laws of some other jurisdiction – most often another state in the U.S., but can also be a foreign country - and is authorized to transact business in the state of Iowa. 

If your entity went inactive due to failure to file a biennial report, you may be entitled to a reinstatement for your entity. Reinstatements are available to domestic LLCs, Profit and Nonprofit corporations, and some limited partnerships. Please visit the Business Reinstatement page for information on how to begin the reinstatement process.

A biennial report is a filing required by the Iowa Code to maintain a business entity’s active status on our records. They are to be filed by March 31 every odd or even year depending on the type of entity. The report is a form provided for you that contains the requirements laid out in the Iowa Code chapter that governs your entity type. The filing fee will be listed on the bottom of the report. Nonprofit Corporations under Iowa Code chapter 504 will not have a filing fee. Your registered agent will begin to receive notice to file in January of the appropriate filing year. Profit corporations and some cooperatives will file in even-numbered years, and LLCs, nonprofit corporations, and limited partnerships will file in odd-numbered years.

Ownership and membership are maintained within your company’s own internal records. We do not file that information as it is not required by code.

Our office cannot advise you in what you should or should not do in regard to your business. If you would like more information about trademarks, you can visit the trademark page on our website, or speak with an attorney who is experienced in trademark law.

You can search your business by using the Business Search on our website. When you get to your business summary, there will be a button that says, "Print Certificate of Existence" and you can purchase a certificate there for $5.