Free 635_0010.p65 - Iowa

MICHAEL A. MAURO Secretary of State State of Iowa

LIMITED LIABILITY COMPANY Application for Certificate of Authority

TO THE SECRETARY OF STATE OF THE STATE OF IOWA: Pursuant to section 802 of the Iowa Revised Uniform Limited Liability Company Act, the undersigned applies for a certificate of authority to transact business in Iowa and hereby states: 1. The name of the limited liability company: _____________________________________________________

1A. The name the limited liability company will use in Iowa, if different than the legal name of the company named above: ______________________________________________________________________________________ (Refer to note #5 on the back of this form) 2. The limited liability company is formed under the laws of the state (or foreign country) of: ______________________________________________________________________________________ 3. 4. The duration of the limited liability company is: ____________________________________________________ The street and mailing address of its registered office in Iowa and the name of its registered agent at that office: ______________________________________________________________________________________
Name

______________________________________________________________________________________
Address City State Zip The registered office and registered agent comply with the requirements of section 489.113.*

5.

The address of the office required to be maintained in the state of its formation by the law of that state (if such an address is not required, the address of the principal office of the limited liability company): ______________________________________________________________________________________
Address

______________________________________________________________________________________
City State Zip

6.

(A) This foreign limited liability company is governed by an operating agreement that establishes or provides for the establishment of designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company, or profits and losses associated with the specified property or obligations. YES NO (B) All debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally. YES NO

7.

The effective date and time of this application, if different than the date and time of filing: (Refer to note #4 on the back of this form) Date _______________________________________________ Time ______________________________

8.

A certificate of existence or a record of similar import, signed by the secretary of state of other official having custody of the company's publicly filed report in the state or other jurisdiction under whose law the company is formed, accompanies this application. Signature ___________________________________________ Date ______________________________ Type or print name and title ________________________________________________________________

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NOTES: 1. 2. The filing fee is $100.00. Make checks payable to SECRETARY OF STATE. The application is to be signed by a person authorized by the company.

3. 4.

One copy of the application is to be delivered to the secretary of state for filing. The effective time and date of the application is the later of the following: a. the time of filing on the date it is filed; b. the time specified in the application on the date it is filed. c. the time & date specified in the application, not later than 90 days after the date it is filed. If the name of the limited liability company does not satisfy the requirements of section 801 of the Iowa Revised Uniform Limited Company Act, the limited liability company may do either of the following in applying for a certificate of authority: a. add one of the folllowing words or abbreviations to its name for use in Iowa: "limited liability company", "limited company", "L.C.", or "LC". "Limited" may be abbreviated to "Ltd.", and "company" may be abbreviated to "Co." or b. use a fictitious name to transact business in Iowa if the limited liability company's real name is unavail able and the limited liability company delivers to the secretary of state for filing a copy of the resolution of its members if it is a member-managed or its managers if it is a manager-managed, adopting the fictitious name.

5.

6.

The information you provide will be open to public inspection under Iowa Code chapter 22.11.

SECRETARY OF STATE Business Services Division Lucas Building, 1st Floor Des Moines, IA 50319 Phone: (515) 281-5204 FAX: (515) 281-7142 or (515) 242-5953
635_0010 7/09

Website: www.sos.state.ia.us