Iowa Code 489.1042 – Plan of conversion
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1. A domestic limited liability company may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain all of the following:
a. The name of the converting limited liability company.
b. The name, jurisdiction of formation, and type of entity of the converted entity.
c. The manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
d. The proposed public organic record of the converted entity if it will be a filing entity.
e. The full text of the private organic rules of the converted entity which are proposed to be in a record.
f. The other terms and conditions of the conversion.
g. Any other provision required by the law of this state or the operating agreement of the converting limited liability company.
Terms Used In Iowa Code 489.1042
- 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.
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489. See Iowa Code 489.102
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. 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. In addition to the requirements of subsection 1, a plan of conversion may contain any other provision not prohibited by law.