Registration Is Not Consent: Iowa Supreme Court Rejects General Personal Jurisdiction Based on Foreign Corporation Registration

I. Introduction

The Iowa Supreme Court’s decision in Harley Kelchner v. CRST Expedited, Inc., et al. answers a focused but highly consequential question: whether a foreign corporation, by registering to do business in Iowa and appointing an Iowa registered agent, thereby consents to the personal jurisdiction of Iowa courts in any case where it is properly served through that agent.

The case comes from a federal class action filed by a Florida independent contractor truck driver, Harley Kelchner, against several related CRST entities, including CRST Specialized Transportation, Inc. (“Specialized”), an Indiana corporation registered to do business in Iowa. Kelchner alleges violations of Iowa’s Business Opportunity Promotions statutes (Iowa Code chapter 551A). Specialized moved to dismiss the Northern District of Iowa action for lack of personal jurisdiction, arguing its connections to Iowa were insufficient. The federal district court denied the motion, holding that Specialized had consented to personal jurisdiction by registering in Iowa and appointing a registered agent.

Recognizing that this conclusion turned on an unsettled question of Iowa law, the district court certified the following question to the Iowa Supreme Court:

Under Iowa law, does a foreign corporation consent to the personal jurisdiction of the Iowa courts by registering to do business in Iowa and appointing an agent for service of process in Iowa when a plaintiff then serves the foreign corporation's designated agent?

In a unanimous opinion authored by Justice May, the Iowa Supreme Court answered no. The Court held that Iowa’s Business Corporation Act, Iowa Code chapter 490, does not make registration and appointment of a registered agent equivalent to consent to personal jurisdiction, at least absent explicit statutory language to that effect.

This ruling firmly places Iowa among the growing number of jurisdictions rejecting “jurisdiction by registration” as a matter of statutory interpretation, even after the United States Supreme Court’s decision in Mallory v. Norfolk Southern Railway Co., 600 U.S. 122 (2023).

II. Summary of the Opinion

The Iowa Supreme Court holds:

Iowa Code chapter 490 requires foreign corporations doing business in Iowa to register and appoint a registered agent for “service of process, notice, or demand.”
However, chapter 490 contains no language stating that registration or appointment of a registered agent constitutes consent to personal jurisdiction in Iowa courts.
Because the legislature knows how to require such consent when it wishes to do so—and has done so expressly in other statutes—the Court refuses to read an unstated consent requirement into chapter 490.
Registration and appointment of a registered agent, by themselves, do not waive the defendant’s due process rights or create general personal jurisdiction in Iowa.
Service of process on a registered agent is necessary to bring a defendant into court, but it is not sufficient to establish personal jurisdiction; constitutional due process limits and an authorizing rule of law must also be met.
The Court explicitly declines to adopt the Eighth Circuit’s “implied consent” approach from Knowlton v. Allied Van Lines, Inc., 900 F.2d 1196 (8th Cir. 1990), as an interpretation of Iowa law.

Thus, the certified question is answered in the negative:

Under Iowa law, a foreign corporation does not consent to personal jurisdiction by registering to do business in Iowa, appointing an agent for service of process in Iowa, or being served through that agent.

The Court expressly does not decide whether the federal district court may have specific or general jurisdiction over Specialized on the basis of its actual Iowa-related activities; that “minimum contacts” question remains for the federal court to resolve under federal due process standards and Iowa’s long-arm rule.

III. Detailed Analysis

A. Procedural Posture and the Certified Question Mechanism

The case arrives in the Iowa Supreme Court as a certified question from the United States District Court for the Northern District of Iowa under Iowa Code § 684A.1. That statute allows the Iowa Supreme Court to answer questions of Iowa law posed by federal courts when:

The certifying court is a proper court (including a U.S. district court).
The question involves the law of Iowa.
The answer “may be determinative” of the case in the certifying court.
There is no controlling Iowa precedent.

All criteria are satisfied:

A United States district court has certified the question.
The question explicitly concerns Iowa law (the meaning of Iowa Code chapter 490).
The answer may determine whether the federal court has personal jurisdiction over Specialized.
The federal court correctly perceived that no Iowa appellate decision had yet resolved whether registration equals consent.

The Iowa Supreme Court therefore exercises its discretion to answer the question, but carefully confines itself to Iowa statutory law and does not reach any constitutional question.

B. The Court’s Personal Jurisdiction Framework

Before turning to the specific statutory question, the Court sets out a structured framework for personal jurisdiction, which is important both legally and conceptually.

1. Subject-matter vs. personal jurisdiction

Subject-matter jurisdiction is a court’s power to hear a particular type of case (e.g., civil vs. criminal, probate vs. tort); it is not at issue here.
Personal jurisdiction is a court’s power over a particular party. This is the focus: does Iowa (or a federal court sitting in Iowa) have power over Specialized?

2. Three requirements for personal jurisdiction over a foreign corporation

Relying on Waldman v. Palestine Liberation Organization, 835 F.3d 317 (2d Cir. 2016), the Court explains that, for a state court (or a federal court applying state-based jurisdiction under Fed. R. Civ. P. 4(k)(1)(A)) to exercise personal jurisdiction over a nonresident corporate defendant, three distinct requirements usually must be satisfied:

Constitutional due process (individual liberty limits under the Fifth or Fourteenth Amendment).
An independent source of law authorizing jurisdiction (e.g., Iowa R. Civ. P. 1.306 or Fed. R. Civ. P. 4(k)).
Lawful service of process on the defendant.

In Iowa:

Iowa Rule of Civil Procedure 1.306 authorizes Iowa courts to exercise personal jurisdiction to the full extent permitted by federal due process.
Federal Rule of Civil Procedure 4(k)(1)(A) makes the federal court in Iowa mirror the reach of Iowa courts; thus, in practice, the “source of law” and due process inquiries merge.

3. General vs. specific jurisdiction

Specific jurisdiction exists when:
- The defendant has “purposefully availed” itself of the privilege of conducting activities in the forum state, and
- The plaintiff’s claim “arises out of or relates to” those forum contacts.
This is inherently fact-specific. The Court cites Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985), and Walden v. Fiore, 571 U.S. 277 (2014).
General jurisdiction (all-purpose jurisdiction) allows a court to hear any claim against the defendant, regardless of where the claim arose, but only where the defendant is “essentially at home”:
- For a corporation, ordinarily only in its state of incorporation and its principal place of business (per the “Goodyear Trilogy”: Goodyear, Daimler, BNSF).

4. The role of service and consent

Service of process is how a defendant is formally brought into court, but it does not itself create jurisdiction. The Court reinforces the classic rule (citing Jones v. Illinois Central R. Co., 175 N.W. 316 (Iowa 1919)):

“Unless the defendant is [already] subject to the [court’s] jurisdiction, the service of process does not confer jurisdiction.”

Personal jurisdiction may also be established (or preserved) by consent or waiver, which the U.S. Supreme Court has recognized as an “individual right” that can be relinquished. See Insurance Corp. of Ireland, Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702–03 (1982). Examples include:

Voluntary appearance without raising jurisdictional objections.
Forum-selection clauses or explicit jurisdictional-consent clauses in contracts.
Statutory schemes where engaging in certain activities constitutes consent to jurisdiction.

This last category—statutory consent—is where Mallory and this case intersect.

C. The Distinction from Mallory and the Limited Question Before the Court

The parties both invoked the U.S. Supreme Court’s 2023 decision in Mallory v. Norfolk Southern Railway Co., which involved a Pennsylvania law requiring out-of-state corporations registering to do business in the state to consent to general personal jurisdiction in Pennsylvania courts.

However, the Iowa Supreme Court draws a sharp line between Mallory and this case:

In Mallory, it was undisputed as a matter of Pennsylvania law that the statute required registration-based consent to jurisdiction. The only question was constitutional: did that statute violate the Due Process Clause?
The U.S. Supreme Court answered no—such a statute is constitutionally permissible under Pennsylvania Fire Ins. Co. v. Gold Issue Mining & Milling Co., 243 U.S. 93 (1917).
In Kelchner, by contrast, no one claims that Iowa already has such a statute. The question is entirely different: does the Iowa Business Corporation Act actually impose a consent-to-jurisdiction requirement on foreign corporations that register?

Thus, the Iowa Supreme Court:

Does not decide whether Iowa could constitutionally require consent by registration (under Mallory, it almost certainly could).
Only decides whether Iowa’s current statutory scheme does impose such a requirement. It concludes that it does not.

D. Statutory Interpretation of Iowa Code Chapter 490

1. The governing provisions

The Court focuses on the core corporate registration provisions in the Iowa Business Corporation Act:

§ 490.1502(1): A foreign corporation may not “transact business” in Iowa unless it registers under chapter 490.
§ 490.1503(1): To register, a foreign corporation must file a “foreign registration statement” stating, among other things:
- Its corporate name.
- Its “jurisdiction of formation.”
- The street and mailing address of its principal office.
- The street and mailing addresses of its registered office in Iowa and the name of its registered agent there.
§ 490.501(1)(b): A foreign corporation must continuously maintain a registered agent in Iowa.
§ 490.504(1): The registered agent “is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.”

2. The Court’s textualist approach

Applying standard Iowa interpretive principles, the Court:

Looks to the text actually enacted by the legislature.
Gives words their ordinary meaning unless there is a statutory or technical definition.
Applies Iowa Code § 4.1(38), which directs courts to give legal terms their established legal meaning.
Invokes a special canon for jurisdictional statutes: Iowa courts “strictly construe statutes providing extraordinary methods of securing jurisdiction over nonresidents.” (L.F. Noll Inc. v. Eviglo, 816 N.W.2d 391, 393–94 (Iowa 2012)).

Crucially, the Court notes that chapter 490:

Does not use the word “consent” anywhere in connection with registration.
Does not use the words “jurisdiction” or “personal jurisdiction” in this context.
Instead, it speaks only of appointing an “agent for service of process, notice, or demand.”

This silence is especially meaningful because the Iowa legislature has used those very terms—“consent to jurisdiction” and “personal jurisdiction”—in other statues where it wishes to tie in-state activities to jurisdiction. The opinion canvasses several examples:

Iowa Code § 321.498(1)(a)
A nonresident who operates a motor vehicle in Iowa is “deemed to be” in agreement to be “subject to the jurisdiction” of Iowa courts.
Iowa Code § 505.28
Certain insurance-related activities “constitute consent” to the jurisdiction of Iowa courts.
Iowa Code § 542.20(7)(a)
A nonresident accounting firm exercising a “practice privilege” must “consent[] to the personal . . . jurisdiction” of Iowa’s accountancy board.
Iowa Code §§ 85.71(2), 252A.5(1), 489.14702
These provisions also refer expressly to “personal jurisdiction.”

The Court draws a straightforward inference:

If the legislature had intended that foreign corporations consent to personal jurisdiction as the price of registering and designating a registered agent, it knew how to say so—and it did not.

Because courts must strictly construe statutes that expand jurisdiction over nonresidents, the Court refuses to infer a sweeping consent-to-jurisdiction rule from statutory silence. Even if there were ambiguity (the Court finds none), the stricter reading would prevail.

E. Comparative Law: Alignment with Other Jurisdictions

The decision situates Iowa alongside a clear trend in other states rejecting “registration equals consent” interpretations where the statute is silent about jurisdiction. The Court cites, among others:

Illinois – Aspen American Insurance Co. v. Interstate Warehousing, Inc., 90 N.E.3d 440 (Ill. 2017)
Nebraska – Lanham v. BNSF Railway Co., 939 N.W.2d 363 (Neb. 2020)
New Mexico – Chavez v. Bridgestone Americas Tire Operations, LLC, 503 P.3d 332 (N.M. 2021)
New York – Aybar v. Aybar, 177 N.E.3d 1257 (N.Y. 2021)
Wisconsin – Segregated Account of Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 898 N.W.2d 70 (Wis. 2017)
Colorado (federal court) – Lumen Technologies Service Group, LLC v. CEC Group, LLC, 691 F. Supp. 3d 1282 (D. Colo. 2023)
Florida (Eleventh Circuit) – Waite v. All Acquisition Corp., 901 F.3d 1307 (11th Cir. 2018)

These decisions generally emphasize the same features Iowa emphasizes:

Statutes requiring registration and appointed agents for service of process say nothing about consent to general jurisdiction.
“Consent” and “personal jurisdiction” are distinct concepts from “service,” and legislatures use those words when they intend to link activities to jurisdiction.
In the absence of explicit language, courts should not transform a registration requirement into blanket consent to suit on any claim, from anywhere, by anyone.

The Court contrasts this approach with the minority position exemplified by Georgia’s Cooper Tire & Rubber Co. v. McCall, 863 S.E.2d 81 (Ga. 2021), which found consent-by-registration partly because prior Georgia precedents had clearly put corporations on notice that registration entailed jurisdictional consequences. Iowa, by contrast, had no such binding precedent—and to the extent federal courts had predicted such a rule, the Iowa Supreme Court now expressly rejects that prediction.

F. Rejection of Federal “Implied Consent” Theory (Knowlton and Iowa Federal Cases)

A key aspect of the opinion is its rejection of the Eighth Circuit’s widely cited decision in Knowlton v. Allied Van Lines, Inc., 900 F.2d 1196 (8th Cir. 1990), as a model for interpreting Iowa law.

In Knowlton, the Eighth Circuit held that under Minnesota law, a foreign corporation’s appointment of an agent for service of process constituted consent to jurisdiction in Minnesota for any cause of action, whether or not arising from Minnesota activities. That conclusion hinged on:

The absence of limiting language in the Minnesota statute.
The court’s view that “[t]he whole purpose of requiring designation of an agent for service is to make a nonresident suable in the local courts.”

Iowa’s federal district courts, bound by Eighth Circuit precedent on federal law issues, had applied Knowlton’s reasoning to Iowa’s registration statutes, treating registration as consent to general jurisdiction. The Iowa Supreme Court cites several such cases, including:

Scott v. Milosevic, No. C17-4004-LTS, 2018 WL 11304191 (N.D. Iowa)
Daughetee v. CHR Hansen, Inc., No. C09-4100-MWB, 2011 WL 1113868 (N.D. Iowa)
Construction Products Distributors, LLC v. Onward Technologies, Inc., No. 4:07-CV-00343-JAJ, 2007 WL 3287299 (S.D. Iowa)
Jacobson Distribution Co. v. American Standard, Inc., No. 4:07-CV-00208-JAJ, 2007 WL 3208562 (S.D. Iowa)

The Iowa Supreme Court squarely rejects this implied-consent theory as a matter of Iowa statutory interpretation:

The “whole purpose” of Iowa’s agent-appointment requirement is not necessarily to make the corporation suable on all claims; the statute also covers “notice” and “demand,” suggesting broader administrative or regulatory purposes.
Even in the service-of-process context, appointing an agent does not equate to waiving due process limits on personal jurisdiction; it merely identifies who must be served if jurisdiction is otherwise proper.
Interpreting agent appointment as implied consent conflicts with the legislature’s explicit distinctions elsewhere between appointment of an agent and consenting to personal jurisdiction (e.g., in § 542.20(7)(a)–(b)).

Importantly, the Iowa Supreme Court acknowledges that Eighth Circuit interpretations bound Iowa’s federal courts on federal law, but emphasizes that Iowa’s highest court has the final say over the meaning of Iowa statutes. After this decision, federal courts applying Iowa law on this issue must treat registration as not conferring consent to general jurisdiction.

G. Clarifying the Role of Service of Process

Kelchner’s first main argument was that service of process, once validly accomplished (e.g., through a registered agent), necessarily establishes personal jurisdiction. The Court rejects this foundational premise.

The Court:

Recognizes that some older Iowa opinions, if read in isolation, might seem to suggest that service on a qualified agent is sufficient to “secure jurisdiction,” such as Schoulte v. Great Lakes Forwarding Corp., 298 N.W. 914 (Iowa 1941).
Clarifies that these statements must be understood in context: service is a prerequisite to the exercise of jurisdiction, not a substitute for constitutionally required contacts.
Reaffirms the rule from Jones (1919) that service does not itself make a defendant subject to jurisdiction.

The Court also draws on the Federal Rules:

Fed. R. Civ. P. 4(d)(5) explicitly states that waiving formal service “does not waive any objection to personal jurisdiction.” This confirms that even an explicit agreement to accept or waive service is distinct from consenting to jurisdiction.

Thus, while registering and maintaining an Iowa registered agent ensures a foreign corporation can be served in Iowa, it does not mean the corporation has agreed to be sued in Iowa on every claim.

H. Distinguishing Agent Appointment from Jurisdictional Consent: The Accounting Statute Example

The Court’s most concrete textual illustration of the difference between “appointment of an agent” and “consent to personal jurisdiction” comes from Iowa Code § 542.20(7), governing accounting firms using a “practice privilege”:

§ 542.20(7)(a) – The nonresident firm must “consent[] to the personal . . . jurisdiction” of Iowa’s accountancy examining board.
§ 542.20(7)(b) – The same firm must also “appoint” a specified Iowa regulatory agency as its “agent upon whom process can be served.”

If appointment of an agent automatically implied consent to personal jurisdiction, then paragraph (7)(a) would be superfluous. But courts avoid reading statutes in a way that renders any portion meaningless (Vroegh v. Iowa Department of Corrections, 972 N.W.2d 686, 703 (Iowa 2022)).

The more sensible reading—and the one the Court adopts—is that:

Consent to personal jurisdiction and appointment of an agent are distinct legal acts with distinct functions.
Compliance with chapter 490 requires only the latter (agent appointment), not the former (consent to jurisdiction).

I. Impact and Future Implications

1. Immediate effect on the Kelchner litigation

In the underlying federal case:

The Northern District of Iowa can no longer rely on registration and appointment of a registered agent as a basis for concluding that Specialized has consented to personal jurisdiction.
The court must instead decide whether Specialized is subject to:
- General jurisdiction (unlikely, given Specialized is incorporated and headquartered in Indiana), or
- Specific jurisdiction based on its Iowa-related conduct and the relationship of that conduct to Kelchner’s claims.
The Iowa Supreme Court expressly makes no comment on whether Specialized’s other Iowa ties satisfy a “minimum contacts” analysis.

2. Personal jurisdiction strategy in Iowa going forward

For litigants and counsel:

Registration records and the presence of a registered agent in Iowa are no longer independently sufficient to establish personal jurisdiction over an out-of-state corporation.
Plaintiffs must develop and plead concrete facts demonstrating either:
- That the defendant is “at home” in Iowa (incorporation or principal place of business), or
- That the plaintiff’s claim arises out of or relates to the defendant’s purposeful contacts with Iowa.
Defendants will likely continue to raise Rule 12(b)(2) motions to dismiss where Iowa contacts are limited, and where plaintiffs had previously relied on registration alone.

3. Business climate and foreign corporations

For foreign corporations doing business in Iowa:

The decision brings clarity: complying with Iowa’s registration regime—necessary to “transact business” lawfully—does not by itself expose the company to suit in Iowa on claims wholly unrelated to Iowa.
This may be seen as reducing the “jurisdictional price” of doing business in Iowa and aligns the state with the modern U.S. Supreme Court’s narrowing of general jurisdiction in Daimler and related cases.

4. Legislative options post-Mallory

After Mallory, states are constitutionally permitted (under due process) to enact statutes explicitly conditioning registration on consent to general jurisdiction. The Iowa Supreme Court carefully leaves this policy choice to the legislature:

Current law does not impose such a condition.
If the Iowa legislature wishes to adopt a consent-by-registration regime, it could do so by enacting language expressly:
- Stating that registration to do business, and appointment of a registered agent, constitute consent to the general personal jurisdiction of Iowa courts, and
- Providing adequate notice to corporations of those jurisdictional consequences.

Until such legislation is enacted, however, Iowa remains in the majority camp that treats registration and appointment of an agent as procedural mechanisms for service, not as blanket jurisdictional consent.

5. Federal courts applying Iowa law

Federal courts sitting in diversity or otherwise applying Iowa law must now treat this decision as definitive on the meaning of chapter 490. Consequences include:

Earlier federal decisions relying on Knowlton to conclude that registration = consent to jurisdiction under Iowa law are effectively superseded.
Federal courts must engage in a full due process/minimum contacts analysis rather than short-circuiting the inquiry on the basis of registration alone.

IV. Clarifying Key Legal Concepts

For non-specialists, several concepts used in the opinion can be briefly clarified:

Personal jurisdiction – A court’s authority to require a particular defendant to appear and defend a lawsuit. It is distinct from subject-matter jurisdiction (authority over the type of case).
General (all-purpose) jurisdiction – Jurisdiction that allows a court to hear all claims against a defendant, regardless of where the claims arose. For corporations, ordinarily only where they are incorporated or have their principal place of business.
Specific (case-linked) jurisdiction – Jurisdiction over a defendant for claims that arise out of or relate to the defendant’s contacts with the forum state (e.g., contracts made there, injuries occurring there).
Registered agent – A person or company designated by a corporation in a state to receive legal papers (lawsuits, notices, official correspondence) on the corporation’s behalf.
Service of process – The formal delivery of an “original notice” and petition or complaint to the defendant, giving legal notice of a lawsuit and officially bringing the defendant into court.
Consent to personal jurisdiction – A defendant’s voluntary agreement to let a particular court exercise power over it. This can be done via contract, forum selection clause, statutory scheme, or litigation conduct (e.g., appearing without objecting).
Certified question – A mechanism by which a federal court or another state’s court asks a state’s highest court to clarify an unsettled question of that state’s law, so the federal or out-of-state court can then correctly apply it.
Strict construction (in this context) – The principle that when a statute purports to give courts special or extraordinary power over nonresidents, that statute should be read narrowly, not expansively, unless the legislature’s intent is very clear.

V. Conclusion

The Iowa Supreme Court’s decision in Kelchner v. CRST Expedited, Inc., et al. establishes a clear and important rule:

A foreign corporation’s registration to do business in Iowa, and its appointment of a registered agent for service of process, do not by themselves constitute consent to personal jurisdiction in Iowa courts.

By grounding its analysis in the text of Iowa Code chapter 490, emphasizing the legislature’s demonstrated ability to speak expressly when it intends to require jurisdictional consent, and invoking the principle of strict construction of jurisdiction-expanding statutes, the Court:

Clarifies the limits of personal jurisdiction over foreign corporations in Iowa.
Rejects the implied-consent approach that had been assumed in some earlier federal cases under Knowlton.
Aligns Iowa with the dominant national trend interpreting registration statutes as service-enabling devices, not as sweeping consent to all-purpose jurisdiction.
Leaves intact the possibility of jurisdiction based on traditional minimum contacts analysis and preserves the legislature’s authority to adopt a different policy explicitly if it chooses.

In the broader legal landscape, Kelchner illustrates the post-Mallory reality: even though the U.S. Supreme Court has confirmed that states may constitutionally condition corporate registration on general jurisdiction, whether they do so is ultimately a state-law question. In Iowa, the answer—at least under current statutes—is now definitively no.