1. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth all of the following:

 a. The name of the foreign limited liability company or, if its name is unavailable for use in this state, either a name that satisfies the requirements of section 489.108, or an alternate name adopted pursuant to section 489.805, subsection 1.
 b. The name of the state or other jurisdiction under whose law it is formed.
 c. Its date of formation and period of duration.
 d. The street address of its principal office.
 e. The address of its registered office in this state and the name of its registered agent at that office.
 f. If the foreign limited liability company is member-managed, the name and street and mailing address of at least one member; or if the foreign limited liability company is manager-managed, the name and street and mailing address of at least one manager.
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Terms Used In Iowa Code 489.802

  • 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.
  • 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
  • Member: means a person that has become a member of a limited liability company under section 489. 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 office: means the office that a limited liability company or foreign limited liability company is required to designate and maintain under section 489. 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. The foreign limited liability company shall deliver the completed application to the secretary of state, and shall also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of records in the state or other jurisdiction under whose law the company is formed and which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.