489.14205 Certificate of existence for protected series.
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 489.209 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.
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.
2019 Acts, ch 26, §13, 41
Structure Iowa Code
Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT
Section 489.101 - Short title.
Section 489.102 - Definitions.
Section 489.103 - Knowledge — notice.
Section 489.104 - Nature, purpose, and duration of limited liability company.
Section 489.106 - Governing law.
Section 489.107 - Supplemental principles of law.
Section 489.109 - Reservation of name.
Section 489.110 - Operating agreement — scope, function, and limitations.
Section 489.113 - Registered office and registered agent for service of process.
Section 489.114 - Change of registered office or registered agent for service of process.
Section 489.115 - Resignation of registered agent for service of process.
Section 489.116 - Service of process.
Section 489.201 - Formation of limited liability company — certificate of organization.
Section 489.202 - Amendment or restatement of certificate of organization.
Section 489.203 - Signing of records to be delivered for filing to secretary of state.
Section 489.204 - Signing and filing pursuant to judicial order.
Section 489.205 - Delivery to and filing of records by secretary of state — effective time and date.
Section 489.205A - Secretary of state — extra services — surcharge.
Section 489.206 - Correcting filed record.
Section 489.207 - Penalty for signing false record.
Section 489.208 - Certificate of existence or authorization.
Section 489.209 - Biennial report for secretary of state.
Section 489.301 - No agency power of member as member.
Section 489.302 - Statement of authority.
Section 489.303 - Statement of denial.
Section 489.304 - Liability of members and managers.
Section 489.401 - Becoming member.
Section 489.402 - Form of contribution.
Section 489.403 - Liability for contributions.
Section 489.404 - Sharing of and right to distributions before dissolution.
Section 489.405 - Limitations on distribution.
Section 489.406 - Liability for improper distributions.
Section 489.407 - Management of limited liability company.
Section 489.408 - Indemnification and insurance.
Section 489.409 - Standards of conduct for members and managers.
Section 489.410 - Right of members, managers, and dissociated members to information.
Section 489.501 - Nature of transferable interest.
Section 489.502 - Transfer of transferable interest.
Section 489.503 - Charging order.
Section 489.504 - Power of personal representative of deceased member.
Section 489.601 - Member’s power to dissociate — wrongful dissociation.
Section 489.602 - Events causing dissociation.
Section 489.603 - Effect of person’s dissociation as member.
Section 489.604 - Member’s power to dissociate under certain circumstances.
Section 489.701 - Events causing dissolution.
Section 489.701A - Rescinding dissolution.
Section 489.703 - Known claims against dissolved limited liability company.
Section 489.704 - Other claims against dissolved limited liability company.
Section 489.705 - Administrative dissolution.
Section 489.706 - Reinstatement following administrative dissolution.
Section 489.707 - Appeal from rejection of reinstatement.
Section 489.708 - Distribution of assets in winding up limited liability company’s activities.
Section 489.801 - Governing law.
Section 489.802 - Application for certificate of authority.
Section 489.803 - Activities not constituting transacting business.
Section 489.804 - Filing of certificate of authority.
Section 489.805 - Noncomplying name of foreign limited liability company.
Section 489.806 - Revocation of certificate of authority.
Section 489.807 - Cancellation of certificate of authority.
Section 489.808 - Effect of failure to have certificate of authority.
Section 489.809 - Action by attorney general.
Section 489.901 - Direct action by member.
Section 489.902 - Derivative action.
Section 489.903 - Proper plaintiff.
Section 489.906 - Proceeds and expenses.
Section 489.1001 - Definitions.
Section 489.1003 - Action on plan of merger by constituent limited liability company.
Section 489.1004 - Filings required for merger — effective date.
Section 489.1005 - Effect of merger.
Section 489.1006 - Conversion.
Section 489.1007 - Action on plan of conversion by converting limited liability company.
Section 489.1008 - Filings required for conversion — effective date.
Section 489.1009 - Effect of conversion.
Section 489.1010 - Domestication.
Section 489.1011 - Action on plan of domestication by domesticating limited liability company.
Section 489.1012 - Filings required for domestication — effective date.
Section 489.1013 - Effect of domestication.
Section 489.1014 - Restrictions on approval of mergers, conversions, and domestications.
Section 489.1015 - Merger of domestic cooperative into a domestic limited liability company.
Section 489.1016 - Article not exclusive.
Section 489.1101 - Definitions.
Section 489.1102 - Purposes and powers.
Section 489.1104 - Who may organize.
Section 489.1105 - Practice by professional limited liability company.
Section 489.1106 - Professional regulation.
Section 489.1107 - Relationship and liability to persons served.
Section 489.1108 - Issuance of interests.
Section 489.1109 - Assignment of interests.
Section 489.1110 - Convertible interests — rights and options.
Section 489.1111 - Voting trust — proxy.
Section 489.1112 - Required purchase by professional limited liability company of its own interests.
Section 489.1113 - Certificates representing interests.
Section 489.1114 - Management.
Section 489.1116 - Dissolution or liquidation.
Section 489.1117 - Foreign professional limited liability company.
Section 489.1118 - Limited liability companies organized under the other laws.
Section 489.1119 - Conflicts with other provisions of this chapter.
Section 489.1201 - Series of transferable interests.
Section 489.1202 - Management of a series.
Section 489.1203 - Series distributions.
Section 489.1204 - Dissociation from a series.
Section 489.1205 - Termination of a series.
Section 489.1206 - Foreign series.
Section 489.1301 - Uniformity of application and construction.
Section 489.1302 - Relation to Electronic Signatures in Global and National Commerce Act.
Section 489.1303 - Savings clause.
Section 489.1304 - Application to existing relationships.
Section 489.14101 - Short title.
Section 489.14102 - Definitions.
Section 489.14103 - Nature of protected series.
Section 489.14104 - Powers and duration of protected series.
Section 489.14105 - Governing law.
Section 489.14106 - Relation of operating agreement, this article, and this chapter.
Section 489.14107 - Additional limitations on operating agreement.
Section 489.14201 - Protected series designation — amendment.
Section 489.14203 - Registered agent.
Section 489.14204 - Service of process, notice, demand, or other record.
Section 489.14205 - Certificate of existence for protected series.
Section 489.14206 - Information required in biennial report — effect of failure to provide.
Section 489.14301 - Associated asset.
Section 489.14302 - Associated member.
Section 489.14303 - Protected-series transferable interest.
Section 489.14304 - Management.
Section 489.14401 - Limitations on liability.
Section 489.14402 - Claim seeking to disregard limitation of liability.
Section 489.14404 - Enforcement against nonassociated asset.
Section 489.14501 - Events causing dissolution of protected series.
Section 489.14502 - Winding up dissolved protected series.
Section 489.14601 - Definitions.
Section 489.14602 - Protected series shall not be party to entity transaction.
Section 489.14603 - Restriction on entity transaction involving protected series.
Section 489.14604 - Merger authorized — parties restricted.
Section 489.14605 - Plan of merger.
Section 489.14606 - Articles of merger.
Section 489.14607 - Effect of merger.
Section 489.14608 - Application of section 489.14404 after merger.
Section 489.14701 - Governing law.
Section 489.14703 - Authorization of foreign protected series.
Section 489.14801 - Uniformity of application and construction.