Iowa Code 489.210 – Duty of secretary of state to file — review of refusal to file — delivery of record by secretary of state
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1. The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter. The duty of the secretary of state under this section is ministerial.
Terms Used In Iowa Code 489.210
- delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and if authorized in accordance with 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
- Person: includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series. See Iowa Code 489.102
- Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Iowa Code 489.102
- Registered agent: means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. See Iowa Code 489.102
- 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. When the secretary of state files a record, the secretary of state shall record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.
3. If the secretary of state refuses to file a record, the secretary of state shall, not later than fifteen business days after the record is delivered, do all of the following:
a. Return the record or notify the person that submitted the record of the refusal.
b. Provide a brief explanation in a record of the reason for the refusal.
4. If the secretary of state refuses to file a record, the person that submitted the record may petition the district court of Polk county to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. If the court orders the record to be filed, the court may order it filed with an effective date that is the date on which it was submitted to the secretary of state for filing.
5. The filing of or refusal to file a record does not do any of the following:
a. Affect the validity or invalidity of the record in whole or in part.
b. Create a presumption that the information contained in the record is correct or incorrect.
6. Except as otherwise provided by section 489.119 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it by any of the following:
a. In person to the person that submitted it.
b. To the address of the person’s registered agent.
c. To the principal office of the person.
d. To another address the person provides to the secretary of state for delivery.