Iowa Code § 489.1053

Approval of domestication
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1. A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved according to any of the following: a. By all the members entitled to vote on or consent to any matter. b. Ina record, byeachmember thatwill have interest holder liabilityfor debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless all of the following apply: (1) The operating agreement of the domesticating limited liabilitycompany in a record provides for the approval of a domestication or merger in which some or all of itsmembers become subject to interest holder liabilityby the affirmative vote or consent of fewer than all the members. (2) The member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. 2. A domestication of a foreign domesticating limited liability company isnot effective unless itis approved in accordance with the law of the foreign limited liabilitycompany’s jurisdiction of formation.

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