1. If a registered foreign limited liability company merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing a transfer of registration statement. The transfer of registration statement must be signed by the surviving or converted foreign entity and state all of the following:

 a. The name of the registered foreign limited liability company and its jurisdiction of formation before the merger or conversion.
 b. The name and type of the surviving or converted foreign entity and its jurisdiction of formation after the merger or conversion and, if the name does not comply with section 489.112, an alternate name adopted pursuant to section 489.906.
 c. All of the following information regarding the surviving or converted foreign entity after the merger or conversion:

 (1) The street and mailing addresses of the principal office of the foreign entity and, if the law of the foreign entity’s jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office.
 (2) The street and mailing addresses of the place of business of the foreign entity’s registered agent in this state and the name of its registered agent.
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Terms Used In Iowa Code 489.910

  • 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
  • Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Iowa Code 489.102
  • 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
  • Registered foreign limited liability company: means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state. 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
  • Transfer: includes any of the following:
     a. See Iowa Code 489.102
 2. On the effective date of a transfer of registration statement as determined in accordance with section 489.207, the registration of the registered foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which it has merged or to which it has been converted.
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