Iowa Code 489.14205 – Certificate of existence for protected series
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1. On request of any person, the secretary of state shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series in the following circumstances:
a. In the case of a protected series, if all of the following apply:
(1) No statement of dissolution, termination, or relocation pertaining to the protected series has been filed.
(2) The company has delivered to the secretary of state for filing the most recent biennial report required by section 489.211A and the report includes the name of the protected series, unless any of the following applies:
(a) When the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect.
(b) After the company delivered the report for filing, the company delivered to the secretary of state for filing a statement of designation change changing the name of the protected series.
b. In the case of a foreign protected series, it is authorized to do business in this state.
Terms Used In Iowa Code 489.14205
- 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 protected series: means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this subchapter. See Iowa Code 489.14102
- 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
- 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 issued under subsection 1 must state all of the following:
a. In the case of a protected series, all of the following:
(1) The name of the protected series of the series limited liability company and the name of the company.
(2) That the requirements of subsection 1 are met.
(3) The date the protected series designation pertaining to the protected series took effect.
(4) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement.
b. In the case of a foreign protected series, that it is authorized to do business in this state.
c. That all fees, taxes, interest, and penalties due under this chapter or other law to 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 existence or good standing of the protected series.
d. Other facts reflected in the records of the secretary of state pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.
3. Subject to any qualification stated by the secretary of state in a certificate issued under subsection 1, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.