Iowa Code 489.203 – Signing of records to be delivered for filing to secretary of state
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1. A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
a. Except as otherwise provided in paragraphs “b” and “c”, a record signed by a limited liability company must be signed by a person authorized by the company.
b. A limited liability company’s initial certificate of organization must be signed by at least one person acting as an organizer.
c. A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the company’s activities and affairs under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up the activities and affairs.
d. A statement of denial by a person under section 489.303 must be signed by that person.
e. Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
Terms Used In Iowa Code 489.203
- Certificate of organization: means the certificate required by 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
- Organizer: means a person that acts under section 489. See Iowa Code 489.102
- 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
- Sign: means , with present intent to authenticate or adopt a record, to do any of the following:
a. 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 record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.3. A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.