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 12/ 12 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 12 /12
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