Iowa Code 489.1008 – Filings required for conversion — effective date
Current as of: 2023 | Check for updates
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1. After a plan of conversion is approved, all of the following apply:
a. A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in section 489.203, subsection 1, and must include all of the following:
(1) A statement that the limited liability company has been converted into another organization.
(2) The name and form of the organization and the jurisdiction of its governing statute.
(3) The date the conversion is effective under the governing statute of the converted organization.
(4) A statement that the conversion was approved as required by this chapter.
(5) A statement that the conversion was approved as required by the governing statute of the converted organization.
(6) All documents required to be filed with the secretary of state in accordance with the governing statute of the converted organization to effectuate the conversion.
(7) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the secretary of state may use for the purposes of section 489.1009, subsection 3.
b. If the converting organization is not a converting limited liability company, the converting organization shall deliver to the secretary of state for filing a certificate of organization, which must include, in addition to the information required by section 489.201, subsection 2, all of the following:
(1) A statement that the converted organization was converted from another organization.
(2) The name and form of that converting organization and the jurisdiction of its governing statute.
(3) A statement that the conversion was approved in a manner that complied with the converting organization’s governing statute.
Terms Used In Iowa Code 489.1008
- 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
- 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.
- 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
- Statute: A law passed by a legislature.
2. A conversion becomes effective as follows:
a. If the converted organization is a limited liability company, when the certificate of organization takes effect.
b. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.