Iowa Code 489.909 – Withdrawal upon dissolution or conversion to certain nonfiling entities
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1. A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved foreign limited liability company or the converted domestic or foreign nonfiling entity and state:
a. In the case of a foreign limited liability company that has completed winding up all of the following:
(1) Its name and jurisdiction of formation.
(2) That the foreign limited liability company withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(3) An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.119, subsection 3.
b. In the case of a foreign limited liability company that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership, all of the following:
(1) The name of the converting foreign limited liability company and its jurisdiction of formation.
(2) The type of the nonfiling entity to which it has converted and its name and jurisdiction of formation.
(3) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf.
(4) An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.119, subsection 3.
Terms Used In Iowa Code 489.909
- 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.
- Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Iowa Code 489.102
- Nonfiling entity: means an unincorporated entity that is of a type that is not created by filing a public organic record. See Iowa Code 489.102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Registered agent: means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. See Iowa Code 489.102
- Service of process: The service of writs or summonses to the appropriate party.
- 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. After the withdrawal of the registration of a foreign limited liability company, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 489.119.