A foreign corporation (or LLC) shall not transact business in Iowa until it obtains a certificate of authority from the secretary of state. The following non-exhaustive list of activities does not constitute transacting business:

(1) Maintaining, defending, or settling any proceeding;
(2) Holding meetings of the board of directors, shareholders, members, or managers or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) 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;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning, without more, real or personal property;
(10) 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; or
(11) Transacting business in interstate commerce.

Wayfair Nexus

Remote sellers must collect Iowa sales tax only if the remote seller has $100,000 or more in gross revenue from Iowa sales.


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