Iowa Code 489.202 – Amendment or restatement of certificate of organization
Current as of: 2023 | Check for updates
|
Other versions
1. A certificate of organization may be amended or restated at any time.
Terms Used In Iowa Code 489.202
- 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.
- 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
- 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
- Manager-managed limited liability company: means a limited liability company that qualifies under section 489. See Iowa Code 489.102
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability 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. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:
a. The name of the company.
b. The date of filing of its certificate of organization.
c. The changes the amendment makes to the certificate as most recently amended or restated.
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, stating all of the following:
a. In the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial certificate of organization.
b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.
c. The changes the restatement makes to the certificate as most recently amended or restated.
4. Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.
5. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly do any of the following:
a. Cause the certificate to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.