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Iowa Foreign Articles of Organization Form

In the case of a foreign limited liability company wanting to become registered in the State of Iowa and able to conduct business operations in the state, the following form has to be completed and submitted.

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MAT T 	S	CHU L	TZ 	
Secr etar y of 	St	ate 
State of 	
Iow a 	
 	
TO  THE 	SECRETAR Y 	OF 	STATE 	OF THE 	STAT E 	OF IOWA : 	
LI
MITED  LI AB ILIT Y C	O	M	PAN	Y 	
APPLICA TIO N  F	O	R 
   CERTIFICAT E OF AUTH
O	R	ITY 	
Pursuan t to sectio n 802 of  the Iowa Revised  Uniform Limited  Liability Compan y Ac t,  the  undersigne d applies 
for a  certificat e of authorit y to transact  business in Iowa an d hereb y states:  	
 	
1. 	The nam e o	f the limi	ted liabi li	ty company	:   	 	  	
1A .  Th e nam e th e limite d liabilit y compan y wil l us e in  Iowa , if  differen t	 than  the lega l nam e of the compan y named  above: 	  
(Refer to  note #6 on  the bac k of  this form)  
  
2.  The limite d liability  compan y is formed  under th e law s of  the state  (or foreig n country ) of : 
  
 
 
3	
. 	The dura	tion o	f the  limi	ted liabili	ty compan y is	:   	 	  
4.  The street  and mailin g addres s of its  registere d offic e in Iowa an d th e nam e of its  registere d agent at  that offic e: 
  	
Na
me  	  	
Addres
s  City  State 	Zip 
Th e registered  office and  registered  agent comply wit h the  requirements  of  section 489.113.* 	
  
5.  The addres s of the offic e required to be  maintained in the stat e of  its  formation by  the law of  that stat e 
(i f suc h an  address is  not requir ed, the addr ess of  the principa l offic e of  the limite d liability  compan y)	
: 	  	
Address  	 
 	
Cit
y  State  Zip 	 
6.  (A) Thi s foreign  limite d liability  company is  governed by an  operatin g agreem ent that establ ishe s or  provide s fo r th e 
establ ishment of  designated series of  transferable  interest s having  separate rights , powe rs, or  duties wit h respe ct 
to  specifie d prop erty or  obligation s of  the forei gn limite d liabi lity compa ny, or profits an d losses  associate d wit h th e 
spec ifie d prope rty or  obligations.  YES  NO 
 	
(B) Al l debts , liabi lities , an d obli gations  incurr ed, contracte d for , or  otherwi se existin g wit h respect to a  particular 
series , if any , ar e enforceable  aga inst  the asset s of such  series only , an d no t aga inst  the asset s of the foreign 
limite d liabilit y compan y generally . YES  NO 	
  	
7.  The effectiv e dat e an d tim e of  this appl ication , if  differen t	 tha n th e dat e an d tim e of  filing: 
( Refer to  note #4 on  the bac k of  this form)	
 	
 	
Da	te   	  	Tim e	   	 	
 	
8. 	A certificat e of existence or a  record of simila r import , signed by  the secretar y of state or  other 
official  having custod y of  the company' s publicl y file d repor t in the stat e or  other  jurisdictio n  	
        	under whose  law  the compan y is formed,  accompanies  this applic atio n.	 	
 	
Signa	ture 	   	Da	te   	 	   635_0010 
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Type or  prin	t nam e an d 	title

NOTES : 	
 	
1.
  The  filing  fee is $10 0.00.  Ma ke checks  payable  to SECRETARY  OF STATE.  
 
2.    A  certificat e of existenc e or a record of simila r import , signe d by the secretar y of  stat e or  other  officia l 
havin g custod y of  the company' s publicl y file d repor t in the stat e or  other  jurisdictio n under  whose law  
th e compan y is formed,  must accom pany thi s applic atio n. 
 	
 	
3.  The  application  is to  be  signed  by a  per son  author ized  by  the  company . 	  
 	
4. One  copy of  the  appl ication  is to  be  del iver ed  to the  secretary  of  state  for  filing . 	
 
 	
5. The effective  time  and  date  of  the  appl ication  is the  later  of  the  followin g: 
a.  the  time  of  filing  on the  date  it  is  filed; 
b.  the  time  specified  in the  appl ication  on the  date  it is  filed. 
c.  the  time  & date  specified  in the  appl icatio n, not  later  than  90  days  after  the  date  it is  filed. 	
 
 	
6.  If the  name  of  the  limited  liabil ity  company  does not satisfy  the requ irements  of  section  801 of the  Iowa 
Revised  Un iform  Lim ited  Company  Act, the  limited  liabilit y company  may do  either  of  the  following  in 
        applying  for  a cer tificate  of  authority:  	
 	
a. add one of  the following words  “limited liability company”  or “limited company” or the abbreviation 
“L.  L.  C.”,  “LLC”, “L.  C.”,  or “LC”.  “Limited”  may be abbreviated as “Ltd.”,  and “company” may be 
abbreviated as “Co.”.  	
 	
or 	 	
b.  use a  fictitious nam e to tra nsact  business in  Iowa  if  the  limited  liabilit y compan y's real na me is   
     unav ailab le and  the lim ited  liabilit y company  delivers to the  secretary  of  state  for  filing a  copy of  
     the  resol ution of  its  members  if  it  is  a  member -managed  or  its  manag ers  if  it  is  a  manag er-managed, 
adop ting the fic titious n ame.  	
 
 
7. The  inform ation  you  pr ovide  will  be  open  to publ ic insp ection  under  Iowa  Code  chapter 22.11.  
  
 
 
 
 
 
 
 
 
SECRETARY OF STATE	
 	
Business Services Division	 	
Lucas Building, 1st Floor 
Des  Moin es, IA 503 19 
Phone:  (515)  281- 5204 
F ax : (515)  242- 5953 
Website:  sos.iowa.gov  	 635_0010 
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