Iowa Code 489.1045 – Statement of conversion — effective date of conversion
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1. A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
Terms Used In Iowa Code 489.1045
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Filing entity: means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. 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.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Iowa Code 489.102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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 statement of conversion must contain all of the following:
a. The name, jurisdiction of formation, and type of entity of the converting entity.
b. The name, jurisdiction of formation, and type of entity of the converted entity and if the converted entity is a foreign entity, the street and mailing addresses of an office of the converted entity that the secretary of state may use for purposes of section 489.1046, subsection 5.
c. If the converting entity is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation.
d. If the converted entity is a domestic filing entity, its public organic record, as an attachment.
e. If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment.
3. In addition to the requirements of subsection 2, a statement of conversion may contain any other provision not prohibited by law.
4. If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
5. If the converted entity is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of the following:
a. The date and time provided by the organic law of the converted entity.
b. When the statement is effective.