Iowa Code 489.202 – Amendment or restatement of certificate of organization
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1. A certificate of organization may be amended or restated at any time.
Terms Used In Iowa Code 489.202
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 489. See Iowa Code 489.102
- Manager-managed limited liability company: means a limited liability company that qualifies under section 489. See Iowa Code 489.102
- Member: means a person for whom all of the following are true:a. See Iowa Code 489.102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. 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. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:
a. The name of the limited liability company.
b. The date of filing of its initial certificate.
c. The text of the amendment.
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, and setting forth all of the following:
a. The name of the limited liability company.
b. The text of the restated certificate of organization.
c. A statement that the restated certificate consolidates all amendments into a single document.
d. If a new amendment is included in the restated certificate of organization, the statements required under subsection 2 with respect to the new amendment if not otherwise provided.
4. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do any of the following:
a. Cause the certificate of organization to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.116 or a statement of correction under section 489.209.