Iowa Code § 489.205
Liability for inaccurate information in filed records
Redline — January 1, 2013 → current.View current text →
Current — January 1, 2025
As of January 1, 2013
1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fees have been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and any of the following applies:
a. For a statement of denial under section 489.303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company.
b. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
2. Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
1. If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from all of the following:
a. If the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state’s endorsement of the date and time on the record.
b. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record.
c. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of any of the following:
(1) The specified date.
(2) The ninetieth day after the record is filed.
d. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of any of the following:
(1) The specified date.
(2) The ninetieth day after the record is filed.
e. A delayed effective date for a record shall not be later than the ninetieth day after the date on which it is filed.
a. A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed.
b. Subject to subsection 2, a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if all of the following apply:
(1) The record was delivered for filing on behalf of the limited liability company.
(2) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have done any of the following:
(a) Effected an amendment under section 489.202.
(b) Filed a petition under section 489.204.
(c) Delivered to the secretary of state for filing a statement of change under section 489.116 or a statement of correction under section 489.209.
2. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the limited liability company to the secretary of state for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection 1, paragraph “b”, applies to those other members and not to the member that the operating agreement relieves of the responsibility.
3. A person commits a serious misdemeanor if that person signs a record the person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing.
Former §489.205 stricken effective January 1, 2024, by
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.