Iowa Code 489.211 – Certificate of existence or registration
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1. On request of any person, the secretary of state shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company.
Terms Used In Iowa Code 489.211
- Certificate of organization: means the certificate required by section 489. See Iowa Code 489.102
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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 which would be a limited liability company if formed under the law of this state. See Iowa Code 489.102
- 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
- Registered foreign limited liability company: means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. 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. A certificate of existence or certificate of registration under subsection 1 must state all of the following:
a. The limited liability company’s name or the registered foreign limited liability company‘s name used in this state.
b. In the case of a limited liability company, all of the following:
(1) That a certificate of organization has been filed and has taken effect.
(2) The date the certificate became effective.
(3) The period of the limited liability company’s duration if the records of the secretary of state reflect that its period of duration is less than perpetual.
(4) That all of the following apply:
(a) No statement of dissolution, statement of administrative dissolution, or statement of termination has been filed.
(b) The records of the secretary of state do not otherwise reflect that the limited liability company has been dissolved or terminated.
(c) A proceeding is not pending under section 489.708.
c. In the case of a registered foreign limited liability company, that it is registered to do business in this state.
d. That all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the secretary of state have been paid, if all of the following apply:
(1) Payment is reflected in the records of the secretary of state.
(2) Nonpayment affects the good standing or registration of the limited liability company or foreign limited liability company.
e. That the most recent biennial report required by section 489.211A has been delivered to the secretary of state for filing.
f. Other facts reflected in the records of the secretary of state pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.
3. Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection 1 may be relied on as conclusive evidence of the facts stated in the certificate.