Iowa Code 489.14703 – Authorization of foreign protected series
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1. Except as otherwise provided in this section and subject to sections 489.14402 and 489.14404, the law of this state governing the filing of a certificate of authority of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
Terms Used In Iowa Code 489.14703
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Foreign protected series: means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this article. See Iowa Code 489.14102
- Foreign series limited liability company: means a foreign limited liability company that has at least one foreign protected series. See Iowa Code 489.14102
- 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.
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489. See Iowa Code 489.102
- 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. An application by a foreign protected series of a foreign series limited liability company for a certificate of authority to do business in this state must include all of the following:
a. The name and jurisdiction of formation of the foreign series limited liability company.
b. If the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of all of the following:
(1) Each other foreign protected series of the foreign series limited liability company.
(2) The foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
2A. If the jurisdiction under whose law the foreign protected series was organized does not provide for the protected series to obtain a certificate of existence, the foreign protected series shall attach a certificate of existence for the series limited liability company of which it is a protected series. In that case, a foreign protected series of the foreign series limited liability company will be deemed to be in existence and good standing as long as the series limited liability company is in existence and good standing.
3. The name of a foreign protected series applying for a certificate of authority or authorized to do business in this state must comply with section 489.14202 and may do so using a fictitious name pursuant to section 489.108, if the fictitious name complies with section 489.14202.
4. A foreign protected series that has in effect a certificate of authority pursuant to this section shall file with the secretary of state an amendment to its application if there is any change in the information required by subsection 2.