Iowa Code 489.1041 – Conversion authorized
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1. By complying with this part, a domestic limited liability company may become any of the following:
a. A domestic entity that is a different type of entity.
b. A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
Terms Used In Iowa Code 489.1041
- 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
- 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.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Iowa Code 489.102
2. By complying with the provisions of this part applicable to foreign entities, a foreign entity that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.
3. If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the limited liability company as if the conversion were a merger until the provision is amended on or after January 1, 2009.
4. A domestic entity that is not a limited liability company may become a domestic limited liability company if all of the following apply:
a. The domestic converting entity complies with section 489.1043.
b. The domestic converting entity files a statement of conversion in accordance with section 489.1045.