FOREIGN LIMITED LIABILITY COMPANIES

Iowa Code tit. XII, ch. 489, subch. IX

in effect

Iowa Code § 489.901 Governing law.

489.901. Governing law. 1. The law of the jurisdiction of formation of a foreign limited liability company governs all of the following: a. The internal affairs of the foreign limited liability company. b. The liability of a member as member and manager as manager for a debt, obligation, or other liability of the foreign limited liability company. c. The liability of a series of the foreign limited liability company. 2. A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of the foreign limited liability company’s jurisdiction of formation and the law of this state. 3. Registration of a foreign limited liability company to do business in this state does not permit the foreign limited liability company to engage in any business or affairs or exercise any power that a limited liability company cannot lawfully engage in or exercise in this state. 2008 Acts, ch 1162, §57, 155 C2009, §489.801 2019 Acts, ch 26, §45, 53; 2023 Acts, ch 152, §64, 143, 161 C2024, §489.901 Former §489.901 transferred to §489.801 by 2023 Acts, ch 152, §143, 161

Iowa Code § 489.902 Registration to do business in this state.

489.902. Registration to do business in this state. 1. A foreign limited liability company shall not do business in this state until it registers with the secretary of state under this chapter. 2. A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state. 3. The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign company or preclude it from defending a proceeding in this state. 4. A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign company does business in this state without registering. 5. Section 489.901, subsection 1, applies even if a foreign limited liability company fails to register under this subchapter. 2023 Acts, ch 152, §77, 143, 161 Former §489.902 transferred to §489.802; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.903 Foreign registration statement.

489.903. Foreign registration statement. 1. To register to do business in this state, a foreign limited liability company shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign company and state all of the following: a. The name of the foreign limited liability company and, if the name does not comply with section 489.112, an alternate name as required by section 489.906. b. The foreign limited liability company’s jurisdiction of formation. c. The street and mailing addresses of the foreign limited liability company’s principal office and, if the law of the foreign company’s jurisdiction of formation requires the foreign company to maintain an office in that jurisdiction, the street and mailing addresses of that required office. d. The street and mailing addresses of the place of business of the foreign limited liability company’s registered agent in this state and the name of its registered agent. 2. The foreign limited liability company shall deliver the completed foreign registration statement to the secretary of state, and also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated which is dated no earlier than ninety days prior to the date the application is filed by the secretary of state. 2023 Acts, ch 152, §78, 143, 161 Former §489.903 transferred to §489.803; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.904 Amendment of foreign registration statement.

489.904. Amendment of foreign registration statement. A registered foreign limited liability company shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in any of the following: 1. Its name or alternate name. 2. Its jurisdiction of formation, unless its registration is deemed to have been withdrawn under section 489.908 or transferred under section 489.910. 3. An address required by section 489.903, subsection 1, paragraph “c”. 4. The information required by section 489.903, subsection 1, paragraph “d”. 2023 Acts, ch 152, §79, 143, 161 Former §489.904 transferred to §489.804; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.905 Activities not constituting doing business in this state.

489.905. Activities not constituting doing business in this state. 1. Activities of a foreign limited liability company that do not constitute doing business in this state for purposes of this subchapter include all of the following: a. Maintaining, defending, mediating, arbitrating, or settling a proceeding. b. Carrying on any activity concerning the internal affairs of the foreign limited liability company, including holding meetings of its members or managers. c. Maintaining accounts in financial institutions. d. Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign limited liability company or maintaining trustees or depositories with respect to those securities. e. Selling through independent contractors. f. Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts. g. Creating or acquiring indebtedness, mortgages, or security interests in property. h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired. i. Conducting an isolated transaction that is not in the course of similar transactions. j. Owning, protecting, and maintaining property. k. Doing business in interstate commerce. 2. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the laws of this state other than this chapter. 2023 Acts, ch 152, §69, 161

Iowa Code § 489.906 Noncomplying name of foreign limited liability company.

489.906. Noncomplying name of foreign limited liability company. 1. A foreign limited liability company whose name does not comply with section 489.112 shall not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 489.112 by filing a foreign registration statement under section 489.903, or if applicable, a transfer of registration statement under section 489.910, setting forth that alternate name. After registering to do business in this state with an alternate name, a foreign limited liability company shall do business in this state under any of the following: a. The alternate name. b. The foreign limited liability company’s name, with the addition of its jurisdiction of formation. 2. If a registered foreign limited liability company changes its name after registration to a name that does not comply with section 489.112, it shall not do business in this state until it complies with subsection 1 by amending its registration statement to adopt an alternate name that complies with section 489.112. 2023 Acts, ch 152, §71, 143, 161 Former §489.906 transferred to §489.806; 2023 Acts, ch 152, §143, 161

Iowa Code § 489.907 Withdrawal of registration of registered foreign limited liability company.

489.907. Withdrawal of registration of registered foreign limited liability company. 1. A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign limited liability company and state all of the following: a. The name of the foreign limited liability company and its jurisdiction of formation. b. That the foreign limited liability company is not doing business in this state and that it withdraws its registration to do business in this state. c. That the foreign limited liability company revokes the authority of its registered agent in this state. d. An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.119, subsection 3. 2. After the withdrawal of the registration of a foreign limited liability company, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 489.119. 2023 Acts, ch 152, §72, 161

Iowa Code § 489.908 Deemed withdrawal upon domestication or conversion to certain domestic entities.

489.908. Deemed withdrawal upon domestication or conversion to certain domestic entities. A registered foreign limited liability company that domesticates to a domestic limited liability company or converts to a domestic business corporation or domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is deemed to have withdrawn its registration on the effectiveness of such event. 2023 Acts, ch 152, §73, 161

Iowa Code § 489.909 Withdrawal upon dissolution or conversion to certain nonfiling entities.

489.909. Withdrawal upon dissolution or conversion to certain nonfiling entities. 1. A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must be signed by the dissolved foreign limited liability company or the converted domestic or foreign nonfiling entity and state: a. In the case of a foreign limited liability company that has completed winding up all of the following: (1) Its name and jurisdiction of formation. (2) That the foreign limited liability company withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf. (3) An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.119, subsection 3. b. In the case of a foreign limited liability company that has converted to a domestic or foreign nonfiling entity other than a limited liability partnership, all of the following: (1) The name of the converting foreign limited liability company and its jurisdiction of formation. (2) The type of the nonfiling entity to which it has converted and its name and jurisdiction of formation. (3) That it withdraws its registration to do business in this state and revokes the authority of its registered agent to accept service on its behalf. (4) An address to which process on the foreign limited liability company may be sent by the secretary of state under section 489.119, subsection 3. 2. After the withdrawal of the registration of a foreign limited liability company, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 489.119. 2023 Acts, ch 152, §74, 161

Iowa Code § 489.910 Transfer of registration.

489.910. Transfer of registration. 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. 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. 2023 Acts, ch 152, §75, 161

Iowa Code § 489.911 Administrative termination of registration.

489.911. Administrative termination of registration. 1. The secretary of state may terminate the registration of a registered foreign limited liability company in the manner provided in subsections 2 and 3, if any of the following applies: a. The foreign limited liability company does not pay within sixty days after they are due any fees, taxes, interest, or penalties imposed by this chapter or other laws of this state. b. The foreign limited liability company does not deliver its biennial report to the secretary of state within sixty days after it is due. c. The foreign limited liability company is without a registered agent or its registered agent has no place of business in this state for sixty days or more. d. The secretary of state has not been notified within sixty days that the foreign limited liability company’s registered agent or the registered agent’s place of business has been changed, that its registered agent has resigned, or that the address of the registered agent has been discontinued. 2. The secretary of state may terminate the registration of a registered foreign limited liability company by doing all of the following: a. Filing a certificate of termination. b. Delivering a copy of the certificate of termination to the foreign company’s registered agent or, if the foreign company does not have a registered agent, to the foreign company’s principal office. 3. The certificate of termination must state all of the following: a. The effective date of the termination, which must be not less than sixty days after the secretary of state delivers the copy of the certificate of termination as prescribed in subsection 2, paragraph “b”. b. The grounds for termination under subsection 1. 4. The registration of a registered foreign limited liability company to do business in this state ceases on the effective date of the termination as set forth in the certificate of termination, unless before that date the foreign company cures each ground for termination stated in the certificate of termination. If the foreign company cures each ground, the secretary of state shall file a statement that the certificate of termination is withdrawn. 5. After the effective date of the termination as set forth in the certificate of termination, service of process in any proceeding based on a cause of action arising during the time the entity was registered to do business in this state may be made as provided in section 489.119. 2023 Acts, ch 152, §76, 161; 2024 Acts, ch 1125, §18, 31

Iowa Code § 489.912 Action by attorney general.

489.912. Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this chapter. 2008 Acts, ch 1162, §65, 155 C2009, §489.809 2023 Acts, ch 152, §66, 143, 161 C2024, §489.912