Llc Certificate Template

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CERTIFICATE FOR ____________ LLC
Certificate Number ___
_____% of Interests/Units
_________________ LLC, an Iowa limited liability company (the "Company"), hereby certifies that
___________________ (the "Holder") is the registered owner under this Certificate of _____% of the
limited liability company interests in the Company (the "Interests") OR _____ units of ownership in the
Company (the “Units”).
By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with
respect to the Interests evidenced hereby, the Holder is deemed to have agreed to comply with and be
bound by all the terms and conditions of the Company’s Operating Agreement. The Company will
furnish a copy of the Operating Agreement to the Holder without charge upon written request to the
Company at its principal place of business.
Each limited liability company interest in the Company shall constitute a "security" within the meaning
of, and governed by, (i) Article 8 of the Iowa Uniform Commercial Code (including Iowa Code Section
554.8102(1)(o) thereof) as in effect from time to time in the State of Iowa, and (ii) Article 8 of the
Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially
includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws and approved by the American Bar
Association on February 14, 1995.
This Certificate shall be governed by and construed in accordance with the laws of the State of Iowa
without regard to principles of conflicts of laws.
THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND
LIMITATIONS OF THE INTERESTS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE INTERESTS
REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND
PROVISIONS OF, THE OPERATING AGREEMENT OF THE COMPANY, DATED _______________, 20__, AS
THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME. THE TRANSFER OF THIS CERTIFICATE
AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE OPERATING
AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by _______________,
the Manager of the Company, as of the date set forth below.
__________________, LLC,
an Iowa limited liability company
By: ___________________________________
Date: ______________

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