If you read the transition provisions of Iowa Code 489.1304 regarding the move from 490A (it still applies to LLCs formed before January 1, 2009 until January 1, 2011) to 489 you will not see the word "foreign."
So let's say you have a client that is a foreign LLC. It was formed in its home state several years ago and wants to come into the state for the first time. It asks if it is required to register to do business in this state.
Do you consult 490A or 489? It matters because the rules for registering foreign LLCs are different under the two statutes. For example, owning real property "without more" does not require registration under 490A but owning "income-producing" real property does under 489.
Iowa Code 489.1304 is of no help on its face, but I think it is reasonable to conclude that foreign LLCs coming into this state for the first time in 2009 and 2010 should be treated like newly formed domestic LLCs and 489 should apply. Foreign LLCs that were in the state before 2009 should be able to continue to rely on 490A until January 1, 2011.
Of course on January 1, 2011, 490A disappears and a lot of foreign LLCs will be required to register with the state. An obligation that will probably be honored in the breach.
-Marc Ward
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