Iowa Code 489.1013 – Effect of domestication
Current as of: 2023 | Check for updates
|
Other versions
1. When a domestication takes effect, all of the following apply:
a. The domesticated company is for all purposes the company that existed before the domestication.
b. All property owned by the domesticating company remains vested in the domesticated company.
c. All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company.
d. An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred.
e. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company.
f. Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.
g. Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of article 7.
Terms Used In Iowa Code 489.1013
- Certificate of organization: means the certificate required by section 489. See Iowa Code 489.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company. See Iowa Code 489.102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- property: includes personal and real property. See Iowa Code 4.1
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 489.102
2. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its registered agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
3. If a limited liability company has adopted and approved a plan of domestication under section 489.1010 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization must be delivered to the secretary of state for filing setting forth all of the following:
a. The name of the company.
b. A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction.
c. A statement that the domestication was approved as required by this chapter.
d. The jurisdiction of formation of the domesticated foreign limited liability company.