Iowa Code § 489.802
Derivative action
Redline — January 1, 2018 → current.View current text →
Current — January 1, 2025
As of January 1, 2018
1. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth all of the following:
a. The name of the foreign limited liability company or, if its name is unavailable for use in this state, either a name that satisfies the requirements of section 489.108, or an alternate name adopted pursuant to section 489.805, subsection 1.
b. The name of the state or other jurisdiction under whose law it is formed.
c. Its date of formation and period of duration.
d. The street address of its principal office.
e. The address of its registered office in this state and the name of its registered agent at that office.
f. If the foreign limited liability company is member-managed, the name and street and mailing address of at least one member; or if the foreign limited liability company is manager-managed, the name and street and mailing address of at least one manager.
2. The foreign limited liability company shall deliver the completed application to the secretary of state, and shall 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 records in the state or other jurisdiction under whose law the company is formed and which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.
A member may maintain a derivative action to enforce a right of a limited liability company, if the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within ninety days from the date the demand was made unless the member has earlier been notified that the demand has been rejected by the company or unless irreparable injury to the company would result by waiting for the expiration of the ninety-day period.
C2009, §489.902
C2024, §489.802
Former §489.802 repealed effective January 1, 2024, by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.