An Iowa Certificate of Standing (COS) is proof that your registered business is a valid legal entity under the state’s laws. Signed by the Secretary of State (SOS), the certificate can help your business conduct its operations smoothly beyond state borders. It also makes the process of transferring ownership of your business easier.
In this guide, we’ll help you understand how to get an Iowa Certificate of Standing, the benefits it offers, and scenarios where you might need one.
What is an Iowa Certificate of Standing?
Though Iowa uses the term Certificate of Standing, this document may be known in other states as a Certificate of Existence, Certificate of Authorization, or Certificate of Good Standing.
An Iowa Certificate of Standing is a document that certifies your corporation or LLC exists and is in compliance with Iowa laws. It acts as a confirmation that the biennial report has been filed and fees owed to the Secretary of State under the Iowa Business Corporation Act have been paid.
Which Iowa office issues Certificates of Standing?
The Iowa Secretary of State issues the COS in Iowa. An Iowa COS can be ordered online by providing a business name or number. You can also order it in person, by mail, by phone, or by fax. You can conduct a Business Entities Search to get the required details. The certificate will be available online once you pay the fee.
Before you request the certificate online, you need to make sure your organization complies with Iowa laws, that your required paperwork is up to date, and that taxes and fees have been duly paid. To help ensure your organization is in good standing, you can reach out to ZenBusiness and benefit from our worry free compliance service.
What does a Certificate of Standing confirm?
A COS confirms that your business is legally authorized to conduct its operations in Iowa. It has fulfilled all the requirements necessary to comply with state laws. Taxes have been duly paid, and a biennial report has been filed with the Secretary of State.
An Iowa CGS contains the following information:
- Legal name of your organization
- Date of business formation
- Certificate ID
- Confirmation of existence under the laws of Iowa
- Confirmation of fees paid under the Iowa Business Corporation Act
- Confirmation that the biennial report has been filed with the Secretary of State
- Confirmation that Articles of Dissolution have not been filed
- Official seal and signature of Iowa Secretary of State
Why might a business need an Iowa Certificate of Standing?
An Iowa COS is an elective document, though it might come in handy in the following scenarios:
Registering to do business in another state
When you want to do business in other states, a COS is usually required. For example, if you formed your corporation in Iowa, it’s a domestic entity in Iowa but a foreign (out-of-state) entity in all other states. To successfully register your corporation as a foreign entity in another state, a COS might be required.
A COS confirms the legitimacy of your business. If you’re keen on securing funding for your venture, the certificate could help portray your business’s positive image. It lets the investors know they’re dealing with a valid legal entity.
Opening a business bank account
Having a separate business bank account helps you better track your financial transactions. Banks might require a COS before you can open a business bank account with them. Typically, they ask for a COS that’s no older than 30 to 60 days.
Buying business insurance
General liability, professional liability, and workers’ compensation are some common types of insurance policies bought by LLCs and corporations. An insurance provider might ask for a COS to assess your legal and financial standing before providing coverage.
Contract formation with another state or business
It’s common as your organization grows that you would interact with other businesses and states. Contract formation will come into the picture as you deal with multiple entities. A COS could quicken the process by establishing the legal standing of your business.
Selling/transferring part or all of the business
A buyer interested in purchasing a part or all of your business might ask for an Iowa COS before making a final decision. The certificate confirms that the required statutory reports have been filed and taxes duly paid, so it assures the buyer they are interacting with a legal entity.
Renewing certain permits and licenses
A COS issued by the Iowa Secretary of State is evidence that your business is recognized and in good standing under Iowa laws. Certain agencies may want to see your COS before issuing or renewing certain permits and licenses.
What Iowa entities can obtain a COS?
Registered entities in Iowa can request a Certificate of Standing. The different business entities are:
LLCs and Corporations
Limited liability companies and corporations are entity types that separate a business entity from the individual. You’ll be protected from being held personally responsible for the liabilities of the business. When forming a corporation or LLC in Iowa, you’ll need to register it with the Iowa Secretary of State to achieve that protection.
As your LLC or corporation grows, you might have to interact with other organizations and states. A COS in this scenario could help establish the legitimacy of your business and help with the process of contract formation.
Other business entities that require registration
Apart from the entity types mentioned above, other businesses that require registration with the state are:
- Nonprofit corporations
- Limited partnerships
- Limited liability partnerships
- Foreign cooperative associations
Entities that don’t need to be registered
Sole proprietorships and general partnerships aren’t required to register with the state. As a result, these businesses (and all other informal business entity types) cannot get a COS.
How to get an Iowa Certificate of Standing
You can order a Certificate of Standing from the Iowa Secretary of State. The step-by-step process for requesting this certificate online is available at iowa.gov. A faster, easier option lets you check your Certificate of Good Standing off your to-do list when you use the ZenBusiness Certificate of Good Standing service.
Make sure your business is in compliance
You can order a COS even if your business fails to comply with state laws, but it will indicate the negative status of your business organization. To correct this, you can make sure you’ve filed the required biennial report with the Iowa Secretary of State and paid all fees and taxes owed to the state. There should not be any outstanding debt owed to the state, and permits and licenses need to be current.
We understand complying with state requirements can be an overwhelming process. With ZenBusiness’s worry free compliance service, you can outsource the task of keeping your business in good standing.
Request a Certificate of Standing
Visit Iowa’s online portal, as mentioned above. You’ll first have to conduct a business entity search by name or number. Once you find your business and it’s in good standing, you’ll be redirected to an entity summary page.
Click on the button for printing the certificate. You can pay the fee with a credit card or your registered Secretary of State account. Once the payment is processed, you can save and print the certificate. If you choose to get the COS faxed or mailed, it might take up to two business days to process your request with additional charges.
Validity of a Certificate of Standing
The validity mentioned on an Iowa Certificate of Standing is perpetual, meaning there’s no expiration date. The entity requesting the certificate determines its validity. For example, a buyer purchasing your business might ask for a COS no older than 30 days.
Send to requesting party
Once you receive the certificate, you can use the certificate ID to verify the validity of the Iowa COS. Once verified, you can send the certificate to the requesting party.
An Iowa Certificate of Standing confirms your corporation is a legal entity and authorized to conduct transactions and business in Iowa. We hope this guide sheds some light on the benefits of a COS and the process of getting one. Reach out to ZenBusiness to help ensure your LLC or corporation is in good standing. And if you want us to help you get your COS, we can do that, too!
Iowa Certificate of Good Standing FAQs
How much does an Iowa COS cost?
Check the SOS website for the most current fee schedule.
How long will it take to get my Certificate of Standing?
If you make an online request, you can receive the COS immediately once the fee payment is processed. For other methods, like fax and mail, it might take up to two business days for your request to be processed.
Can I expedite a COS request?
If your corporation is in good standing, you can receive a COS immediately through the online method by printing or saving it. There’s no expediting service available.
Is a COS required to stay compliant in Iowa?
A COS is not a mandatory document and not required for your business entity to be compliant in Iowa. However, obtaining a COS could allow you to expand your business to other states. A COS may also be needed for activities such as securing loans, opening bank accounts, and renewing licenses.