Iowa Code § 489.202
Amendment or restatement of certificate of organization
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2025
As of January 1, 2012
1. A certificate of organization may be amended or restated at any time.
1. A certificate of organization may be amended or restated at any time.
2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:
2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:
a. The name of the company.
a. The name of the limited liability company.
b. The date of filing of its certificate of organization.
b. The date of filing of its initial certificate.
c. The changes the amendment makes to the certificate as most recently amended or restated.
c. The text of the amendment.
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, stating all of the following:
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, and setting forth all of the following:
a. In the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial certificate of organization.
b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.
c. The changes the restatement makes to the certificate as most recently amended or restated.
4. Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.
a. The name of the limited liability company.
b. The text of the restated certificate of organization.
c. A statement that the restated certificate consolidates all amendments into a single document.
d. If a new amendment is included in the restated certificate of organization, the statements required under subsection 2 with respect to the new amendment if not otherwise provided.
4. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate of organization was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly do any of the following:
a. Cause the certificate to be amended.
a. Cause the certificate of organization to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.116 or a statement of correction under section 489.209.
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.