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Change Registered Agent in Iowa

When Is a Change of Registered Agent Required in Iowa?

Under the Iowa Business Corporation Act (Iowa Code ch. 490) § 490.502, a corporation that desires to change its registered agent or registered office must deliver a statement of change to the Iowa Secretary of State for filing. The same obligation applies to limited liability companies under the Iowa Uniform Limited Liability Company Act (Iowa Code ch. 489) § 489.116, to limited partnerships under the Iowa Uniform Limited Partnership Act (Iowa Code ch. 488) § 488.115, to limited liability partnerships under the Iowa Uniform Partnership Act (Iowa Code ch. 486A) § 486A.1212, to nonprofit corporations under the Revised Iowa Nonprofit Corporation Act (Iowa Code ch. 504) § 504.502, and to cooperative associations under Iowa Code chapters 499 and 501A. Every domestic and foreign filing entity must continuously maintain a registered agent and registered office in Iowa, and failure to do so for sixty days or more may trigger administrative dissolution or termination of registration.

A filing is required whenever any of the following circumstances occur:

  • The current registered agent resigns.
  • The current registered agent moves out of Iowa or no longer has a place of business in the state.
  • The current registered agent’s business address changes due to physical relocation, postal renaming, or other cause.
  • The registered agent is no longer available at the registered office during normal business hours.
  • The entity voluntarily selects a new registered agent.
  • The agent no longer consents to serve.

Iowa law does not distinguish between a voluntary and an involuntary change — the filing requirement is the same regardless of the reason the change is being made.

Grounds for Changing Your Registered Agent in Iowa

The most common reasons for filing a statement of change of registered agent or registered office are set out in the table below. In every case, the entity satisfies the requirement by delivering the appropriate statement of change form to the Secretary of State.

Ground Filing Required
Registered agent resigns Statement of Change (Form 635_0119) or Form 635_0101 for limited partnerships
Registered agent relocates out of Iowa Statement of Change
Registered agent’s address changes Statement of Change (entity-filed or agent-signed)
Entity switches to a professional registered agent service Statement of Change
Registered agent no longer available during business hours Statement of Change
Registered agent no longer consents to serve Statement of Change
Entity changes its own registered office address Statement of Change

An entity’s registered agent information is part of the public record maintained by the Secretary of State and is searchable through the state’s business entity search. Any inaccurate or outdated information must be corrected by filing the appropriate statement of change promptly. For corporations and cooperative associations, the registered agent and office may also be updated through the entity’s biennial report when one is due, under Iowa Code § 490.502(4) and Iowa Code § 499.73(4), respectively.

Iowa Registered Agent Change Requirements

Before filing a statement of change, the entity must confirm that the new registered agent and registered office satisfy Iowa’s eligibility and consent requirements.

Eligibility of the new registered agent:

  • Option A – Organization: A domestic corporation, domestic LLC, or other domestic entity, or a foreign corporation or foreign eligible entity that is registered to do business in Iowa, whose business office is identical with the registered office. The filing entity itself cannot serve as its own registered agent.
  • Option B – Individual: An individual who resides in Iowa and whose business office is identical with the registered office.

Registered office address:

The registered office must be a physical street address where service of process can be personally delivered during normal business hours. Under Iowa Code § 490.501, the street address of the registered office must be identical to the business office of the registered agent. A P.O. Box, mailbox-only service, or telephone answering service does not satisfy this requirement.

Consent of the new registered agent:

The new registered agent must consent to the appointment before the statement of change is filed. For corporations, Iowa Code § 490.502(1)(e) requires that the new agent’s written consent appear either on the statement itself or attached to it. For LLCs, Iowa Code § 489.116(3) provides that filing a statement of change “is an affirmation of fact by the limited liability company … that the agent has consented to serve.” The general Statement of Change (Form 635_0119) includes a signature line (item 6) where the new registered agent — or, if the agent is an entity, an authorized individual — signs to consent to the appointment, or attaches written consent.

Note: Signing a document delivered to the Secretary of State for filing that the signer knows to be false in any material respect is a serious misdemeanor under Iowa Code § 490.129, punishable by a fine of up to $1,000.

Execution:

The statement of change must be signed by an authorized representative of the entity. For a corporation, this is the chairperson of the board, the president, or another officer. For an LLC, it is an authorized person. For a limited partnership, it is a general partner. For a cooperative association, it is the presiding officer of the board of directors, the president, or another officer. Notarization is not required.

How to File a Statement of Change of Registered Office/Agent

The change is made by filing the appropriate statement of change form with the Iowa Secretary of State. Most entity types — including corporations, LLCs, nonprofit corporations, cooperative associations under chapters 499 and 501A, and LLPs — use Form 635_0119 – Statement of Change of Registered Office and/or Registered Agent. Limited partnerships file a separate form, Form 635_0101 – Statement of Change (Limited Partnership), which is specific to Iowa Code chapter 488.

The form completion process is straightforward:

  1. Entity information (Items 1–2): Enter the full legal name of the business entity, including its suffix and proper punctuation. Enter the street and mailing addresses of the current registered office as they appear in the Secretary of State’s records.
  2. New registered office (Item 3): If the registered office address is changing, enter the street and mailing addresses of the new registered office. If only the agent is changing and the address remains the same, leave this section blank or repeat the current address.
  3. Current and new registered agent (Items 4–5): Enter the name of the current registered agent, then the name and email address of the new registered agent.
  4. New agent consent (Item 6): The new registered agent — or, if the agent is an entity, an individual representing the agent entity — must sign the form to consent to the appointment, or written consent must be attached.
  5. Agent address change signature (Item 7): If the registered agent is changing the street address of its own business office on this form, the registered agent must sign item 7 indicating that notice of the change has been given to the business entity.
  6. Identical address confirmation (Item 8): The form includes a required statement confirming that after any changes, the street and mailing addresses of the registered office and the business office of the registered agent will be identical.
  7. Authorized signature (Item 9): The authorized representative of the entity signs, prints their name and title, and dates the form.

Note: When filing online through Fast Track Filing, the portal auto-fills the entity’s current information after you search for your business. You complete the change fields directly in the online form, electronically sign, and submit. There is no need to attach the PDF form when filing online.

Filing Method: Online vs. Mail

Iowa allows the statement of change to be filed online, by mail, or by fax. The Fast Track Filing portal is the Secretary of State’s recommended method for all business filings, including changes of registered agent.

Method Details
Online Fast Track Filing — requires a free account; entity information auto-fills after business search; electronic signature accepted
Mail Secretary of State, Business Services Division, Lucas Building, 1st Floor, 321 E. 12th Street, Des Moines, IA 50319
Fax (515) 242-5953

Online filings submitted through Fast Track Filing are generally processed significantly faster than paper filings — often in minutes rather than weeks. To create a Fast Track Filing account, visit the sign-up page. Mail filings should include one copy of the completed form and a check payable to “Secretary of State” if a fee applies.

Registered Agent Change Filing Fees by Entity Type

Filing fees for the statement of change vary by entity type. For most entity types, there is no fee. The fees are published on the Business Entity Forms and Fees page of the Secretary of State’s website and are codified in the respective chapters of the Iowa Code.

Entity Type Iowa Code Chapter Filing Fee
For-profit corporation (domestic) 490 No fee
For-profit corporation (foreign) 490 No fee
Limited liability company (domestic) 489 No fee
Limited liability company (foreign) 489 No fee
Nonprofit corporation (domestic) 504 No fee
Nonprofit corporation (foreign) 504 No fee
Cooperative association (domestic/foreign) 499 No fee
Cooperative association (domestic/foreign) 501A No fee
Limited liability partnership (domestic/foreign) 486A $5
Limited partnership (domestic) 488 $20
Limited partnership (foreign) 488 $20

Iowa Code § 490.122 confirms no fee for a corporation’s statement of change of registered agent, and Iowa Code § 489.122 confirms no fee for an LLC’s statement of change. Limited partnerships pay a $20 fee as published on the Secretary of State’s forms page, and LLPs pay a $5 fee as noted under the general business forms section.

There is no filing fee for a registered agent’s statement of resignation under any chapter. Checks should be made payable to “Secretary of State.” The Secretary of State’s office accepts checks and money orders for mail filings, and payment through a funded account for online filings. For questions about accepted payment methods, contact the Business Services Division at (515) 281-5204.

Effective Date of a Registered Agent Change in Iowa

The effective date of a statement of change depends on the entity type and on any delayed effective date specified in the filing.

Immediate effect (LLCs): Under Iowa Code § 489.116(5), a statement of change for a limited liability company “is effective when filed by the secretary of state.” This means the change takes effect upon filing and acceptance, with no delayed effective date option specified in the LLC statute itself.

Immediate effect with delayed option (Corporations): For corporations, Iowa Code § 490.123 provides that a document accepted for filing is effective on the date and at the time of filing, unless the document specifies an effective time later that day, a delayed effective date not more than ninety days after filing, or both. The same effective-date framework applies to nonprofit corporations and other entities filing under chapters that incorporate section 490.123 by reference.

Immediate effect (Limited Partnerships): Under Iowa Code § 488.115(2), a statement of change for a limited partnership “is effective when filed by the secretary of state,” subject to certain provisions regarding delayed effective dates in Iowa Code § 488.206(3), which allows a delayed effective date not more than ninety days after filing.

Immediate effect (Cooperative Associations 501A): Under Iowa Code § 501A.402(4), “the change of address of a registered office or the change of registered agent becomes effective upon the filing of such statement by the secretary.”

In practice, most entities select the default immediate effective date, meaning the change takes effect as soon as the Secretary of State files the document.

Changing the Registered Agent Address Without Changing the Agent

When a registered agent changes the street address of its own business office — but the same individual or organization continues to serve as agent — the agent may notify the Secretary of State directly rather than requiring each represented entity to file a separate statement of change. Iowa does not use a completely separate form for this purpose; instead, the existing Statement of Change (Form 635_0119) accommodates both entity-initiated changes and agent-initiated address changes.

For corporations, Iowa Code § 490.502(2) provides that if the street or mailing address of a registered agent’s business office changes, the agent shall change the registered office address by delivering written notice of the change to the corporation and filing a signed statement with the Secretary of State. Under Iowa Code § 490.502(3), the agent may file a single statement for all corporations named in the notice, rather than one statement per entity. The single statement need be signed only by the registered agent, need not include the new agent’s consent (because the agent is not changing), and must recite that a copy of the statement has been mailed to each entity named in the notice. Parallel provisions exist for LLCs (Iowa Code § 489.116), nonprofit corporations (Iowa Code § 504.502(2)–(3)), cooperative associations (Iowa Code § 499.73(2)–(3)), and cooperative associations under Iowa Code § 501A.402(3).

The following table compares the entity-filed change and the agent-initiated address change:

Feature Entity-Filed Statement of Change Agent-Initiated Address Change
Filed by Entity (authorized representative) Registered agent
Purpose Change registered agent, registered office, or both Update registered office address when agent’s business address changes
Can appoint a new agent Yes No
Covers multiple entities in a single filing No (one filing per entity) Yes (single statement for all entities represented)
Prior written notice to entity required No Yes — notice must be given to each entity
Signed by Authorized representative of the entity Registered agent

The fee structure for agent-initiated address changes mirrors the entity-filed change: no fee per affected corporation, LLC, nonprofit, or cooperative association (Iowa Code § 490.122(1)(h), § 489.122(1)(h)), no fee per affected cooperative under chapter 501A, and no separate fee cap applies because the filing is free for most entity types. For limited partnerships, the $20 fee applies per affected entity.

This mechanism is especially useful for commercial registered agent services that represent large numbers of Iowa entities, since it allows a single filing to update the registered office address for every entity the agent represents.

What Happens After the Change Is Filed

Once the Secretary of State accepts and files the statement of change, several consequences follow:

  • The entity’s registered agent and registered office information in the Secretary of State’s records is updated to reflect the new designation.
  • For corporations, the statement of change is treated as an amendment to the corporation’s articles of incorporation or, for a foreign corporation, to its foreign registration statement on file.
  • The Secretary of State returns a copy of the filed statement and a receipt to the person on whose behalf the filing was made.
  • The new agent’s name and address become part of the entity’s public filing history and are searchable through the Secretary of State’s online business entity search.
  • The former registered agent’s authority to receive service of process on behalf of the entity terminates upon filing.

For online filings submitted through Fast Track Filing, the filer receives an email notification when the filing is approved. The filing and its status are also viewable in the filer’s Fast Track Filing dashboard.

Changing a Registered Agent for a Foreign Entity Registered in Iowa

A foreign entity registered to transact business in Iowa is subject to the same registered agent and registered office requirements as a domestic filing entity. Foreign corporations must continuously maintain a registered office and registered agent under Iowa Code § 490.501(1), which defines “corporation” to include both domestic and registered foreign corporations. Foreign LLCs must maintain a registered agent under Iowa Code § 489.115, and foreign limited partnerships must do the same under Iowa Code chapter 488.

A foreign entity changes its registered agent by filing the same statement of change form used by domestic entities. The same eligibility requirements, consent requirements, physical street address requirements, execution requirements, filing methods, and fees apply. For foreign for-profit corporations, the filing fee is no fee. For foreign LLCs, the filing fee is no fee. For foreign limited partnerships, the filing fee is $20.

Failure by a foreign corporation to maintain a registered agent or registered office in Iowa for sixty days or more is a ground for administrative termination of its registration under Iowa Code § 490.1511. The Secretary of State files a certificate of termination and delivers a copy to the foreign corporation’s registered agent, with the termination becoming effective not less than sixty days after delivery of the certificate unless the foreign entity cures each ground for termination before that date.

Frequently Asked Questions About Changing a Registered Agent in Iowa

How long does it take to change a registered agent in Iowa?

The Iowa Secretary of State does not publish a guaranteed processing time for statements of change. Online filings submitted through Fast Track Filing are generally processed far more quickly than paper submissions — often within minutes. Paper filings sent by mail or fax may take several weeks depending on the office’s current workload. The Secretary of State’s office does not offer a formal expedited processing option for statements of change. For questions about current processing times, contact the Business Services Division at (515) 281-5204.

Do I need to notify my current registered agent before changing?

Iowa law does not impose a statutory obligation on the entity to notify the outgoing registered agent before filing a statement of change. The change is effective upon filing and acceptance by the Secretary of State. Many entities choose to notify the outgoing agent as a courtesy, particularly when the outgoing agent holds files or has pending correspondence. If the outgoing agent wishes to end the relationship independently, the agent may file a Resignation of Registered Agent (Form 635_0987) with the Secretary of State.

Can I change my registered office address without changing the registered agent?

Yes. The Statement of Change (Form 635_0119) permits changing only the registered office address while keeping the same registered agent. Simply complete the new registered office address fields (item 3) and leave the new agent fields blank or repeat the current agent’s name. If the registered agent is the one changing its own business address, the agent signs item 7 to indicate that notice of the change has been given to the entity. A single filing fee applies.

What is the agent-initiated address change form and when is it used?

Iowa does not have a separate, standalone agent-initiated address change form. Instead, the same Statement of Change (Form 635_0119) accommodates both entity-initiated changes and agent-initiated address updates. When a registered agent changes the street address of its own business office, the agent may file a single statement for all entities it represents, under Iowa Code § 490.502(3) (corporations), Iowa Code § 504.502(3) (nonprofits), and parallel provisions in other chapters. The agent must give prior written notice to each represented entity before filing. The agent signs the form and need not obtain the new agent’s consent, because the agent is not changing — only the address is.

Is there a penalty for not filing a change of registered agent?

Iowa requires every filing entity to continuously maintain a current registered agent and registered office. A corporation that is without a registered agent or registered office in Iowa for sixty days or more is subject to administrative dissolution under Iowa Code § 490.1420. For LLCs, the same sixty-day rule applies under Iowa Code § 489.708. An entity that has been administratively dissolved may not carry on any business except that necessary to wind up its affairs, may lose standing to maintain lawsuits in Iowa courts, and risks default judgment if the Secretary of State is served as substitute agent under Iowa Code § 490.504.

Can I change my registered agent and the registered office address in the same filing?

Yes. The statement of change form permits changing the agent, the address, or both in a single filing. A single filing fee applies. Complete both the new registered agent fields and the new registered office address fields on the same form, have the new agent consent by signing item 6 (or attaching written consent), and submit.

What happens if my registered agent resigns?

A registered agent may resign by filing a Resignation of Registered Agent (Form 635_0987) with the Secretary of State. There is no filing fee for the resignation. Under Iowa Code § 490.503, the resignation takes effect at 12:01 a.m. on the thirty-first day after the day on which it is filed, or upon designation of a new registered agent, whichever is earlier. The resigning agent must promptly deliver notice to the entity of the date the resignation was filed. Once the resignation takes effect, the entity must file a statement of change to appoint a replacement agent. Failure to appoint a new agent within sixty days is a ground for administrative dissolution.

Does the new registered agent need to sign the change form?

Yes — Iowa requires the new registered agent’s consent. On Form 635_0119, the new agent (or an authorized individual representing the agent entity) signs item 6 to consent to the appointment, or written consent is attached. For LLCs, Iowa Code § 489.116(3) provides that filing the statement of change “is an affirmation of fact” that the named agent has consented to serve. The form is also signed by the entity’s authorized representative at item 9. The consent is part of the filed document, not a separate form retained only by the entity.

Can I use a P.O. Box for the new registered office address?

No. The registered office must be a physical street address that is identical to the business office of the registered agent, where service of process can be personally delivered during normal business hours. Under Iowa Code § 490.501, the registered office may be the same as any of the corporation’s places of business, but it must be a street address — not a P.O. Box, mailbox-only service, or telephone answering service. The same physical-address requirement applies to LLCs under Iowa Code § 489.115(2), which requires the agent to have “a place of business in this state.”

Is the filing fee the same whether I file online or by mail?

Yes. The filing fee for a statement of change is the same regardless of whether the filing is submitted online through Fast Track Filing, by mail, or by fax. For most entity types — including corporations, LLCs, nonprofits, and cooperative associations — there is no filing fee. Limited partnerships pay $20, and limited liability partnerships pay $5, whether filing online or by paper. There is no additional surcharge for online filing.