DOMESTICATION

Iowa Code tit. XII, ch. 489, subch. X, pt. 5

in effect

Iowa Code § 489.1051 Domestication authorized.

489.1051. Domestication authorized. 1. By complying with this part, a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. 2. By complying with the provisions of this part applicable to foreign limited liability companies, a foreign limited liability company may become a domestic limited liability company if the domestication is authorized by the law of the foreign limited liability company’s jurisdiction of formation. 3. If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a domestication, the provision applies to a domestication of the limited liability company as if the domestication were a merger until the provision is amended on or after January 1, 2009. 2023 Acts, ch 152, §105, 161

Iowa Code § 489.1052 Plan of domestication.

489.1052. Plan of domestication. 1. A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: a. The name of the domesticating limited liability company. b. The name and jurisdiction of formation of the domesticated limited liability company. c. The manner of converting the interests in the domesticating limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. d. The proposed certificate of organization of the domesticated limited liability company. e. The full text of the provisions of the operating agreement of the domesticated limited liability company that are proposed to be in a record. f. The other terms and conditions of the domestication. g. Any other provision required by the law of this state or the operating agreement of the domesticating limited liability company. 2. In addition to the requirements of subsection 1, a plan of domestication may contain any other provision not prohibited by law. 2023 Acts, ch 152, §106, 161

Iowa Code § 489.1053 Approval of domestication.

489.1053. Approval of domestication. 1. A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved according to any of the following: a. By all the members entitled to vote on or consent to any matter. b. In a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless all of the following apply: (1) The operating agreement of the domesticating limited liability company in a record provides for the approval of a domestication or merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members. (2) The member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. 2. A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company’s jurisdiction of formation. 2023 Acts, ch 152, §107, 161

Iowa Code § 489.1054 Amendment or abandonment of plan of domestication.

489.1054. Amendment or abandonment of plan of domestication. 1. A plan of domestication of a domestic domesticating limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change any of the following: (1) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the domesticating limited liability company under the plan. (2) The certificate of organization or operating agreement of the domesticated limited liability company that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the members of the domesticated limited liability company under its organic law or operating agreement. (3) Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. 2. After a plan of domestication has been approved by a domestic domesticating limited liability company and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability company may abandon the plan in the same manner as the plan was approved. 3. If a plan of domestication is abandoned after a statement of domestication has been delivered to the secretary of state for filing and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited liability company, must be delivered to the secretary of state for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain all of the following: a. The name of the domesticating limited liability company. b. The date on which the statement of domestication was filed by the secretary of state. c. A statement that the domestication has been abandoned in accordance with this section. 2023 Acts, ch 152, §108, 161

Iowa Code § 489.1055 Statement of domestication — effective date of domestication.

489.1055. Statement of domestication — effective date of domestication. 1. A statement of domestication must be signed by the domesticating limited liability company and delivered to the secretary of state for filing. 2. A statement of domestication must contain all of the following: a. The name and jurisdiction of formation of the domesticating limited liability company. b. The name and jurisdiction of formation of the domesticated limited liability company and the street and mailing addresses of an office of the domesticated limited liability company that the secretary of state may use for purposes of section 489.1056, subsection 5. c. If the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation. d. The certificate of organization of the domesticated limited liability company, as an attachment. 3. In addition to the requirements of subsection 2, a statement of domestication may contain any other provision not prohibited by law. 4. The certificate of organization of a domestic domesticated limited liability company must satisfy the requirements of this chapter, but the certificate does not need to be signed. 5. If the domesticated entity is a domestic limited liability company, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign limited liability company, the domestication becomes effective on the later of all of the following: a. The date and time provided by the organic law of the domesticated entity. b. When the statement is effective. 2023 Acts, ch 152, §109, 161

Iowa Code § 489.1056 Effect of domestication.

489.1056. Effect of domestication. 1. When a domestication becomes effective, all of the following apply: a. The domesticated entity is all of the following: (1) Organized under and subject to the organic law of the domesticated entity. (2) The same entity without interruption as the domesticating entity. b. All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment. c. All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity. d. Except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity. e. The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding. f. The certificate of organization of the domesticated entity becomes effective. g. The provisions of the operating agreement of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication become effective. h. The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the members of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 489.1006. 2. Except as otherwise provided in the organic law or operating agreement of the domesticating limited liability company, the domestication does not give rise to any rights that a member, manager, or third party would otherwise have upon a dissolution, liquidation, or winding up of the domesticating company. 3. When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited liability company and becomes subject to interest holder liability with respect to a domestic limited liability company as a result of the domestication has interest holder liability only to the extent provided by this chapter and only for those debts, obligations, and other liabilities that are incurred after the domestication becomes effective. 4. When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating limited liability company with respect to which the person had interest holder liability is subject to all of the following rules: a. The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the domestication became effective. b. A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the domestication becomes effective. c. This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph “a” as if the domestication had not occurred. d. A person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic domesticating limited liability company with respect to any interest holder liability preserved under paragraph “a” as if the domestication had not occurred. 5. When a domestication becomes effective, a foreign limited liability company that is the domesticated company may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 489.119. 6. If the domesticating limited liability company is a registered foreign entity, the registration of the limited liability company is canceled when the domestication becomes effective. 7. A domestication does not require a domestic domesticating limited liability company to wind up its affairs and does not constitute or cause the dissolution of the limited liability company. 2023 Acts, ch 152, §110, 161