Iowa Code 489.1052 – Plan of domestication
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1. A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following:
a. The name of the domesticating limited liability company.
b. The name and jurisdiction of formation of the domesticated limited liability company.
c. The manner of converting the interests in the domesticating 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 certificate of organization of the domesticated limited liability company.
e. The full text of the provisions of the operating agreement of the domesticated limited liability company that are proposed to be in a record.
f. The other terms and conditions of the domestication.
g. Any other provision required by the law of this state or the operating agreement of the domesticating limited liability company.
Terms Used In Iowa Code 489.1052
- Certificate of organization: means the certificate required by section 489. 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
- 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.
- 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 domestication may contain any other provision not prohibited by law.