1
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
Ch
489
CHAPTER
489
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
Referred
to
in
§9.11
,
9H.4
,
10.1
,
10B.4
,
10B.7
,
148C.1
,
169.4A
,
476C.1
,
488.108
,
490.401
,
504.401
,
504.403
,
547.1
,
558.72
SUBCHAPTER
I
GENERAL
PRO
VISIONS
489.101
Short
title.
489.102
Definitions.
489.103
Knowledge
—
notice.
489.104
Governing
law
.
489.105
Operating
agreement
—
scope,
function,
and
limitations.
489.106
Operating
agreement
—
effect
on
limited
liability
company
and
persons
becoming
members
—
preformation
agreement.
489.107
Operating
agreement
—
effect
on
third
parties
and
relationship
to
records
effective
on
behalf
of
limited
liability
company
.
489.108
Nature,
purpose,
and
duration
of
limited
liability
company
.
489.109
P
owers.
489.110
Operating
agreement
—
scope,
function,
and
limitations.
T
ransferred
to
§489.105;
2023
Acts,
ch
152,
§143,
161
.
489.111
Supplemental
principles
of
law
.
489.112
P
ermitted
names.
489.113
Reservation
of
name.
489.114
Registration
of
name.
489.115
Registered
agent.
489.116
Change
of
registered
agent
or
address
for
registered
agent
by
limited
liability
company
.
489.117
Resignation
of
registered
agent.
489.118
Change
of
name
or
address
by
registered
agent.
489.119
Service
of
process,
notice,
or
demand.
489.120
Delivery
of
record.
489.121
Reservation
of
power
to
amend
or
repeal.
489.122
F
ees.
489.122A
Secretary
of
state
—
extra
services
—
surcharge.
489.123
through
489.200
Reserved.
SUBCHAPTER
II
FORMA
TION
—
CERTIFICA
TE
OF
ORGANIZA
TION
AND
OTHER
FILINGS
489.201
F
ormation
of
limited
liability
company
—
certificate
of
organization.
489.202
Amendment
or
restatement
of
certificate
of
organization.
489.203
Signing
of
records
to
be
delivered
for
filing
to
secretary
of
state.
489.204
Signing
and
filing
pursuant
to
judicial
order
.
489.205
Liability
for
inaccurate
information
in
filed
records.
489.205A
Secretary
of
state
—
extra
services
—
surcharge.
T
ransferred
to
§489.122A;
2023
Acts,
ch
152,
§143,
161
.
489.206
Filing
requirements.
489.207
Effective
date
and
time.
489.208
W
ithdrawal
of
filed
record
before
effectiveness.
489.209
Correcting
filed
record.
489.210
Duty
of
secretary
of
state
to
file
—
review
of
refusal
to
file
—
delivery
of
record
by
secretary
of
state.
489.211
Certificate
of
existence
or
registration.
489.211A
Biennial
report
for
secretary
of
state.
T
ransferred
to
§489.212
;
2024
Acts,
ch
1125,
§30
.
489.212
Biennial
report
for
secretary
of
state.
489.213
through
489.300
Reserved.
SUBCHAPTER
III
RELA
TIONS
OF
MEMBERS
AND
MANAGERS
TO
PERSONS
DEALING
WITH
LIMITED
LIABILITY
COMP
ANY
489.301
No
agency
power
of
member
as
member
.
489.302
Statement
of
limited
liability
company
authority
.
489.303
Statement
of
denial.
489.304
Liability
of
members
and
managers.
489.305
through
489.400
Reserved.
SUBCHAPTER
IV
RELA
TIONS
OF
MEMBERS
TO
EACH
OTHER
AND
TO
LIMITED
LIABILITY
COMP
ANY
489.401
Becoming
member
.
489.402
F
orm
of
contribution.
489.403
Liability
for
contributions.
489.404
Sharing
of
and
right
to
distributions
before
dissolution.
489.405
Limitations
on
distribution.
489.406
Liability
for
improper
distributions.
489.407
Management
of
limited
liability
company
.
489.407A
Real
estate
interest
transferred
by
limited
liability
company
or
foreign
limited
liability
company
.
489.408
Reimbursement,
indemnification,
advancement,
and
insurance.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

Ch
489,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
2
489.409
Standards
of
conduct
for
members
and
managers.
489.410
Rights
to
information
of
member
,
manager
,
and
person
dissociated
as
member
.
489.411
through
489.500
Reserved.
SUBCHAPTER
V
TRANSFERABLE
INTERESTS
AND
RIGHTS
OF
TRANSFEREES
AND
CREDITORS
489.501
Nature
of
transferable
interest.
489.502
T
ransfer
of
transferable
interest.
489.503
Charging
order
.
489.504
P
ower
of
personal
representative
of
deceased
member
.
489.505
through
489.600
Reserved.
SUBCHAPTER
VI
DISSOCIA
TION
489.601
P
ower
to
dissociate
as
a
member
—
wrongful
dissociation.
489.602
Events
causing
dissociation.
489.603
Effect
of
dissociation.
489.604
Member
’s
power
to
dissociate
under
certain
circumstances.
489.605
through
489.700
Reserved.
SUBCHAPTER
VII
DISSOL
UTION
AND
WINDING
UP
489.701
Events
causing
dissolution.
489.701A
Rescinding
dissolution.
T
ransferred
to
§489.703;
2023
Acts,
ch
152,
§143,
161
.
489.702
W
inding
up.
489.703
Rescinding
dissolution.
489.704
Known
claims
against
dissolved
limited
liability
company
.
489.705
Other
claims
against
dissolved
limited
liability
company
.
489.706
Court
proceedings.
489.707
Disposition
of
assets
in
winding
up.
489.708
Grounds
for
administrative
dissolution.
489.709
P
rocedure
for
and
effect
of
administrative
dissolution.
489.710
Reinstatement
following
administrative
dissolution.
489.711
Appeal
from
denial
of
reinstatement.
489.712
through
489.800
Reserved.
SUBCHAPTER
VIII
ACTIONS
B
Y
MEMBERS
489.801
Direct
action
by
member
.
489.802
Derivative
action.
489.803
P
roper
plaintiff.
489.804
Pleading.
489.805
Special
litigation
committee.
489.806
P
roceeds
and
expenses.
489.807
Cancellation
of
certificate
of
authority
.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.808
Effect
of
failure
to
have
certificate
of
authority
.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.809
Action
by
attorney
general.
T
ransferred
to
§489.912;
2023
Acts,
ch
152,
§143,
161
.
489.810
through
489.900
Reserved.
SUBCHAPTER
IX
FOREIGN
LIMITED
LIABILITY
COMP
ANIES
489.901
Governing
law
.
489.902
Registration
to
do
business
in
this
state.
489.903
F
oreign
registration
statement.
489.904
Amendment
of
foreign
registration
statement.
489.905
Activities
not
constituting
doing
business
in
this
state.
489.906
Noncomplying
name
of
foreign
limited
liability
company
.
489.907
W
ithdrawal
of
registration
of
registered
foreign
limited
liability
company
.
489.908
Deemed
withdrawal
upon
domestication
or
conversion
to
certain
domestic
entities.
489.909
W
ithdrawal
upon
dissolution
or
conversion
to
certain
nonfiling
entities.
489.910
T
ransfer
of
registration.
489.911
Administrative
termination
of
registration.
489.912
Action
by
attorney
general.
489.913
through
489.1000
Reserved.
SUBCHAPTER
X
MERGER
,
INTEREST
EX
CHANGE,
CONVERSION,
AND
DOMESTICA
TION
P
ART
1
GENERAL
PRO
VISIONS
489.1001
Definitions.
489.1002
Relationship
of
subchapter
to
other
laws.
489.1003
Required
notice
or
approval.
489.1004
Nonexclusivity
.
489.1005
Reference
to
external
facts.
489.1006
Appraisal
rights.
489.1007
Excluded
entities
and
transactions.
489.1008
through
489.1016
Repealed
by
2023
Acts,
ch
152,
§142,
161.
489.1017
through
489.1020
Reserved.
P
ART
2
MERGER
489.1021
Merger
authorized.
489.1022
Plan
of
merger
.
489.1023
Approval
of
merger
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

3
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
Ch
489
489.1024
Amendment
or
abandonment
of
plan
of
merger
.
489.1025
Statement
of
merger
—
effective
date
of
merger
.
489.1026
Effect
of
merger
.
489.1027
through
489.1030
Reserved.
P
ART
3
INTEREST
EX
CHANGE
489.1031
Interest
exchange
authorized.
489.1032
Plan
of
interest
exchange.
489.1033
Approval
of
interest
exchange.
489.1034
Amendment
or
abandonment
of
plan
of
interest
exchange.
489.1035
Statement
of
interest
exchange
—
effective
date
of
interest
exchange.
489.1036
Effect
of
interest
exchange.
481.1037
through
481.1040
Reserved.
P
ART
4
CONVERSION
489.1041
Conversion
authorized.
489.1042
Plan
of
conversion.
489.1043
Approval
of
conversion.
489.1044
Amendment
or
abandonment
of
plan
of
conversion.
489.1045
Statement
of
conversion
—
effective
date
of
conversion.
489.1046
Effect
of
conversion.
489.1047
through
489.1050
Reserved.
P
ART
5
DOMESTICA
TION
489.1051
Domestication
authorized.
489.1052
Plan
of
domestication.
489.1053
Approval
of
domestication.
489.1054
Amendment
or
abandonment
of
plan
of
domestication.
489.1055
Statement
of
domestication
—
effective
date
of
domestication.
489.1056
Effect
of
domestication.
489.1057
through
489.1100
Reserved.
SUBCHAPTER
XI
PROFESSIONAL
LIMITED
LIABILITY
COMP
ANIES
489.1101
Definitions.
489.1102
Purposes
and
powers.
489.1103
Name.
489.1104
Who
may
organize.
489.1105
P
ractice
by
professional
limited
liability
company
.
489.1106
P
rofessional
regulation.
489.1107
Relationship
and
liability
to
persons
served.
489.1108
Issuance
of
interests.
489.1109
Assignment
of
interests.
489.1110
Convertible
interests
—
rights
and
options.
489.1111
V
oting
trust
—
proxy
.
489.1112
Required
purchase
by
professional
limited
liability
company
of
its
own
interests.
489.1113
Certificates
representing
interests.
489.1114
Management.
489.1115
Merger
.
489.1116
Dissolution
or
liquidation.
489.1117
F
oreign
professional
limited
liability
company
.
489.1118
Limited
liability
companies
organized
under
the
other
laws.
489.1119
Election
to
no
longer
be
a
professional
limited
liability
company
.
489.1120
Conflicts
with
other
provisions
of
this
chapter
.
489.1121
through
489.1200
Reserved.
SUBCHAPTER
XII
MISCELLANEOUS
PRO
VISIONS
489.1201
Uniformity
of
application
and
construction.
489.1202
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
489.1203
Savings
clause.
489.1204
Severability
clause.
489.1205
T
ermination
of
a
series.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§50
.
489.1206
F
oreign
series.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§51
.
489.1207
Application
to
existing
relationships.
489.1208
through
489.1300
Reserved.
SUBCHAPTER
XIII
PRIOR
PRO
VISIONS
489.1301
Uniformity
of
application
and
construction.
T
ransferred
to
§489.1201;
2023
Acts,
ch
152,
§143,
161
.
489.1302
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
T
ransferred
to
§489.1202;
2023
Acts,
ch
152,
§143,
161
.
489.1303
Savings
clause.
T
ransferred
to
§489.1203;
2023
Acts,
ch
152,
§143,
161
.
489.1304
Application
to
existing
relationships.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.1305
through
489.14100
Reserved.
SUBCHAPTER
XIV
UNIFORM
PROTECTED
SERIES
ACT
P
ART
1
GENERAL
PRO
VISIONS
489.14101
Short
title.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

Ch
489,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
4
489.14102
Definitions.
489.14103
Nature
of
protected
series.
489.14104
P
owers
and
duration
of
protected
series.
489.14105
Governing
law
.
489.14106
Relation
of
operating
agreement,
this
subchapter
,
and
this
chapter
.
489.14107
Additional
limitations
on
operating
agreement.
489.14108
R
ules
for
applying
specified
provisions
of
this
chapter
to
specified
provisions
of
this
subchapter
.
489.14109
through
489.14200
Reserved.
P
ART
2
EST
ABLISHING
PROTECTED
SERIES
489.14201
P
rotected
series
designation
—
amendment.
489.14202
Name.
489.14203
Registered
agent.
489.14204
Service
of
process,
notice,
demand,
or
other
record.
489.14205
Certificate
of
existence
for
protected
series.
489.14206
Information
required
in
biennial
report
—
effect
of
failure
to
provide.
489.14207
through
489.14300
Reserved.
P
ART
3
ASSOCIA
TED
ASSETS
AND
MEMBERS
—
TRANSFERABLE
INTERESTS
—
MANAGEMENT
—
INFORMA
TION
RIGHTS
489.14301
Associated
asset.
489.14302
Associated
member
.
489.14303
P
rotected-series
transferable
interest.
489.14304
Management.
489.14305
Right
of
person
not
associated
member
of
protected
series
to
information
concerning
protected
series.
489.14306
through
489.14400
Reserved.
P
ART
4
LIMIT
A
TION
ON
LIABILITY
AND
ENFORCEMENT
OF
CLAIMS
489.14401
Limitations
on
liability
.
489.14402
Claim
seeking
to
disregard
limitation
of
liability
.
489.14403
Remedies
of
judgment
creditor
of
associated
member
or
protected-series
transferee.
489.14404
Enforcement
against
nonassociated
asset.
489.14405
through
489.14500
Reserved.
P
ART
5
DISSOL
UTION
AND
WINDING
UP
OF
PROTECTED
SERIES
489.14501
Events
causing
dissolution
of
protected
series.
489.14502
W
inding
up
dissolved
protected
series.
489.14503
Effect
of
reinstatement
of
series
limited
liability
company
or
revocation
of
voluntary
dissolution.
489.14504
through
489.14600
Reserved.
P
ART
6
ENTITY
TRANSACTIONS
RESTRICTED
489.14601
Definitions.
489.14602
P
rotected
series
shall
not
be
party
to
entity
transaction.
489.14603
Restriction
on
entity
transaction
involving
protected
series.
489.14604
Merger
authorized
—
parties
restricted.
489.14605
Plan
of
merger
.
489.14606
Articles
of
merger
.
489.14607
Effect
of
merger
.
489.14608
Application
of
section
489.14404
after
merger
.
489.14609
through
489.14700
Reserved.
P
ART
7
FOREIGN
PROTECTED
SERIES
489.14701
Governing
law
.
489.14702
No
attribution
of
activities
constituting
doing
business
or
for
establishing
jurisdiction.
489.14703
A
uthorization
of
foreign
protected
series.
489.14704
Disclosure
required
when
foreign
series
limited
liability
company
or
foreign
protected
series
party
to
proceeding.
489.14705
through
489.14800
Reserved.
P
ART
8
TRANSITION
PRO
VISIONS
489.14801
Uniformity
of
application
and
construction.
489.14802
Reserved.
489.14803
T
ransitional
provisions.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§39
.
489.14804
Savings
clause.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

5
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.102
SUBCHAPTER
I
GENERAL
PRO
VISIONS
489.101
Short
title.
1.
This
chapter
may
be
cited
as
the
“Uniform
Limited
Liability
Company
Act”
.
2.
In
addition,
subchapter
XIV
of
this
chapter
may
be
cited
as
provided
in
section
489.14101
.
2008
Acts,
ch
1162,
§1,
155
;
2019
Acts,
ch
26,
§44,
53
;
2020
Acts,
ch
1063,
§384
;
2023
Acts,
ch
152,
§1,
161
489.102
Definitions.
As
used
in
this
chapter
,
unless
the
context
otherwise
requires:
1.
“Certificate
of
organization
”
means
the
certificate
required
by
section
489.201
.
The
term
includes
the
certificate
as
amended
or
restated.
2.
“Contribution
”
,
except
in
the
phrase
“right
of
contribution
”
,
means
property
or
a
benefit
described
in
section
489.402
which
is
provided
by
a
person
to
a
limited
liability
company
to
become
a
member
or
in
the
person
’s
capacity
as
a
member
.
3.
“Debtor
in
bankruptcy
”
means
a
person
that
is
the
subject
of
any
of
the
following:
a.
An
order
for
relief
under
Tit.
11
of
the
United
States
Code
or
a
comparable
order
under
a
successor
statute
of
general
application.
b.
A
comparable
order
under
federal,
state,
or
foreign
law
governing
insolvency
.
4.
“Deliver”
or
“delivery
”
means
any
method
of
delivery
used
in
conventional
commercial
practice,
including
delivery
by
hand,
mail,
commercial
delivery
,
and
if
authorized
in
accordance
with
section
489.120
,
by
electronic
transmission.
5.
“Distribution
”
means
a
transfer
of
money
or
other
property
from
a
limited
liability
company
to
a
person
on
account
of
a
transferable
interest
or
in
the
person
’s
capacity
as
a
member
.
a.
“Distribution
”
includes
all
of
the
following:
(1)
A
redemption
or
other
purchase
by
a
limited
liability
company
of
a
transferable
interest.
(2)
A
transfer
to
a
member
in
return
for
the
member
’s
relinquishment
of
any
right
to
participate
as
a
member
in
the
management
or
conduct
of
the
limited
liability
company
’s
activities
and
affairs
or
to
have
access
to
records
or
other
information
concerning
the
company
’s
activities
and
affairs.
b.
“Distribution
”
does
not
include
amounts
constituting
reasonable
compensation
for
present
or
past
service
or
payments
made
in
the
ordinary
course
of
business
under
a
bona
fide
retirement
plan
or
other
bona
fide
benefits
program.
6.
“Domestic
cooperative”
means
an
entity
organized
on
a
cooperative
basis
under
chapter
497
,
498
,
or
499
,
a
cooperative
organized
under
chapter
499A
,
or
a
cooperative
organized
under
chapter
501
or
501A
.
7.
“Electronic”
means
relating
to
technology
having
electrical,
digital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabilities.
8.
“Electronic
transmission
”
or
“electronically
transmitted”
means
any
form
or
process
of
communication
not
directly
involving
the
physical
transfer
of
paper
or
another
tangible
medium
that
is
all
of
the
following:
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
of
information
by
the
recipient.
b.
Retrievable
in
paper
form
by
the
recipient
through
an
automated
process
used
in
conventional
commercial
practice.
9.
“F
iling
entity
”
means
an
unincorporated
entity
,
other
than
a
limited
liability
partnership,
that
is
of
a
type
that
is
created
by
filing
a
public
organic
record
or
is
required
to
file
a
public
organic
record
that
evidences
its
creation.
10.
“F
oreign
limited
liability
company
”
means
an
unincorporated
entity
formed
under
the
law
of
a
jurisdiction
other
than
this
state
which
would
be
a
limited
liability
company
if
formed
under
the
law
of
this
state.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.102,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
6
11.
“
Jurisdiction
”
,
used
to
refer
to
a
political
entity
,
means
the
United
States,
a
state,
a
foreign
country
,
or
a
political
subdivision
of
a
foreign
country
.
12.
“
Jurisdiction
of
formation
”
means
the
jurisdiction
whose
law
governs
the
internal
affairs
of
an
entity
.
13.
“Limited
liability
company
”
,
except
in
the
phrase
“
foreign
limited
liability
company
”
and
in
subchapter
X
,
means
an
entity
formed
under
this
chapter
or
which
becomes
subject
to
this
chapter
under
subchapter
X
or
section
489.1207
.
14.
“Manager”
means
a
person
that
under
the
operating
agreement
of
a
manager
-managed
limited
liability
company
is
responsible,
alone
or
in
concert
with
others,
for
performing
the
management
functions
stated
in
section
489.407,
subsection
3
.
15.
“Manager
-managed
limited
liability
company
”
means
a
limited
liability
company
that
qualifies
under
section
489.407,
subsection
1
.
16.
“Member”
means
a
person
for
whom
all
of
the
following
are
true:
a.
The
person
has
become
a
member
of
a
limited
liability
company
under
section
489.401
or
was
a
member
in
a
limited
liability
company
when
the
company
became
subject
to
this
chapter
under
section
489.1207
.
b.
The
person
is
not
dissociated
under
section
489.602
.
17.
“Member
-managed
limited
liability
company
”
means
a
limited
liability
company
that
is
not
a
manager
-managed
limited
liability
company
.
18.
“Nonfiling
entity
”
means
an
unincorporated
entity
that
is
of
a
type
that
is
not
created
by
filing
a
public
organic
record.
19.
“Operating
agreement”
means
the
agreement,
whether
or
not
referred
to
as
an
operating
agreement
and
whether
oral,
implied,
in
a
record,
or
in
any
combination
thereof,
of
all
the
members
of
a
limited
liability
company
,
including
a
sole
member
,
concerning
the
matters
described
in
section
489.105,
subsection
1
.
The
term
includes
the
agreement
as
amended
or
restated.
20.
“Organizer”
means
a
person
that
acts
under
section
489.201
to
form
a
limited
liability
company
.
21.
a.
“P
erson
”
means
an
individual,
business
corporation,
nonprofit
corporation,
partnership,
limited
partnership,
limited
liability
company
,
domestic
cooperative,
unincorporated
nonprofit
association,
statutory
trust,
business
trust,
common
-law
business
trust,
estate,
trust,
association,
joint
venture,
public
corporation,
government
or
governmental
subdivision,
agency
,
or
instrumentality
,
or
any
other
legal
or
commercial
entity
.
b.
“P
erson
”
includes
a
protected
series,
however
denominated,
of
an
entity
if
the
protected
series
is
established
under
law
that
limits,
or
limits
if
conditions
specified
under
law
are
satisfied,
the
ability
of
a
creditor
of
the
entity
or
of
any
other
protected
series
of
the
entity
to
satisfy
a
claim
from
assets
of
the
protected
series.
22.
“P
rincipal
office”
means
the
principal
executive
office
of
a
limited
liability
company
or
foreign
limited
liability
company
,
whether
or
not
the
office
is
located
in
this
state.
23.
“P
roperty
”
means
all
property
,
whether
real,
personal,
or
mixed
or
tangible
or
intangible,
or
any
right
or
interest
therein.
24.
“Record”
,
used
as
a
noun,
means
information
that
is
inscribed
on
a
tangible
medium
or
that
is
stored
in
an
electronic
or
other
medium
and
is
retrievable
in
perceivable
form.
25.
“Registered
agent”
means
an
agent
of
a
limited
liability
company
or
foreign
limited
liability
company
which
is
authorized
to
receive
service
of
any
process,
notice,
or
demand
required
or
permitted
by
law
to
be
served
on
the
company
.
26.
“Registered
foreign
limited
liability
company
”
means
a
foreign
limited
liability
company
that
is
registered
to
do
business
in
this
state
pursuant
to
a
statement
of
registration
filed
by
the
secretary
of
state.
27.
“Sign
”
means,
with
present
intent
to
authenticate
or
adopt
a
record,
to
do
any
of
the
following:
a.
Execute
or
adopt
a
tangible
symbol.
b.
Attach
to
or
logically
associate
with
the
record
an
electronic
symbol,
sound,
or
process.
28.
“State”
means
a
state
of
the
United
States,
the
District
of
Columbia,
Puerto
Rico
,
the
United
States
V
irgin
Islands,
or
any
territory
or
insular
possession
subject
to
the
jurisdiction
of
the
United
States.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

7
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.104
29.
“
Transfer”
includes
any
of
the
following:
a.
An
assignment.
b.
A
conveyance.
c.
A
sale.
d.
A
lease.
e.
An
encumbrance,
including
a
mortgage
or
security
interest.
f
.
A
gift.
g.
A
transfer
by
operation
of
law
.
30.
a.
“
Transferable
interest”
means
the
right,
as
initially
owned
by
a
person
in
the
person
’s
capacity
as
a
member
,
to
receive
distributions
from
a
limited
liability
company
,
whether
or
not
the
person
remains
a
member
or
continues
to
own
any
part
of
the
right.
b.
“
Transferable
interest”
applies
to
any
fraction
of
the
interest,
by
whomever
owned.
31.
a.
“
Transferee”
means
a
person
to
which
all
or
part
of
a
transferable
interest
has
been
transferred,
whether
or
not
the
transferor
is
a
member
.
b.
“
Transferee”
includes
a
person
that
owns
a
transferable
interest
under
section
489.603,
subsection
1
,
paragraph
“c”
.
2008
Acts,
ch
1162,
§2,
155
;
2010
Acts,
ch
1100,
§1
;
2022
Acts,
ch
1038,
§1
;
2023
Acts,
ch
152,
§2,
161
;
2024
Acts,
ch
1125,
§1,
31
;
2025
Acts,
ch
30,
§84,
85
Referred
to
in
§9H.1
,
10B.1
,
10D.1
,
203.1
,
489.405
,
489.1207
,
501A
.102
Subsection
13
amended
Subsection
16,
paragraph
a
amended
489.103
Knowledge
—
notice.
1.
A
person
knows
a
fact
if
the
person
has
or
is
any
of
the
following:
a.
Has
actual
knowledge
of
it.
b.
Is
deemed
to
know
it
under
subsection
4
,
paragraph
“a”
,
or
law
other
than
this
chapter
.
2.
A
person
has
notice
of
a
fact
if
the
person
has
or
is
any
of
the
following:
a.
Has
reason
to
know
the
fact
from
all
the
facts
known
to
the
person
at
the
time
in
question.
b.
Is
deemed
to
have
notice
of
the
fact
under
subsection
4
,
paragraph
“b”
.
3.
Subject
to
section
489.210,
subsection
6
,
a
person
notifies
another
person
of
a
fact
by
taking
steps
reasonably
required
to
inform
the
other
person
in
ordinary
course,
whether
or
not
those
steps
cause
the
other
person
to
know
the
fact.
4.
A
person
not
a
member
is
deemed
all
of
the
following:
a.
T
o
know
of
a
limitation
on
authority
to
transfer
real
property
as
provided
in
section
489.302,
subsection
7
.
b.
T
o
have
notice
of
all
of
the
following:
(1)
The
limited
liability
company
’s
dissolution,
ninety
days
after
a
statement
of
dissolution
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(1),
becomes
effective.
(2)
The
limited
liability
company
’s
termination,
ninety
days
after
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6),
becomes
effective.
(3)
The
limited
liability
company
’s
participation
in
a
merger
,
interest
exchange,
conversion,
or
domestication,
ninety
days
after
the
statement
of
merger
,
interest
exchange,
conversion,
or
domestication
under
subchapter
X
becomes
effective.
2008
Acts,
ch
1162,
§3,
155
;
2023
Acts,
ch
152,
§3,
161
;
2024
Acts,
ch
1125,
§2,
31
;
2025
Acts,
ch
30,
§86
Referred
to
in
§489.209
,
489.302
,
489.14502
Subsection
4,
paragraph
b,
subparagraph
(3)
amended
489.104
Governing
law
.
The
law
of
this
state
governs
all
of
the
following:
1.
The
internal
affairs
of
a
limited
liability
company
.
2.
The
liability
of
a
member
as
member
and
a
manager
as
manager
for
a
debt,
obligation,
or
other
liability
of
a
limited
liability
company
.
2008
Acts,
ch
1162,
§6,
155
C2009,
§489.106
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.104,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
8
2023
Acts,
ch
152,
§6,
143,
161
C2024,
§489.104
Referred
to
in
§489.105
F
ormer
§489.104
transferred
to
§489.108
;
2023
Acts,
ch
152,
§143,
161
489.105
Operating
agreement
—
scope,
function,
and
limitations.
1.
Except
as
otherwise
provided
in
subsections
3
and
4
,
the
operating
agreement
governs
all
of
the
following:
a.
Relations
among
the
members
as
members
and
between
the
members
and
the
limited
liability
company
.
b.
The
rights
and
duties
under
this
chapter
of
a
person
in
the
capacity
of
manager
.
c.
The
activities
and
affairs
of
the
company
and
the
conduct
of
those
activities
and
affairs.
d.
The
means
and
conditions
for
amending
the
operating
agreement.
2.
T
o
the
extent
the
operating
agreement
does
not
provide
for
a
matter
described
in
subsection
1
,
this
chapter
governs
the
matter
.
3.
An
operating
agreement
shall
not
do
any
of
the
following:
a.
V
ary
the
law
applicable
under
section
489.104
.
b.
V
ary
a
limited
liability
company
’s
capacity
under
section
489.109
to
sue
and
be
sued
in
its
own
name.
c.
V
ary
any
requirement,
procedure,
or
other
provision
of
this
chapter
pertaining
to
any
of
the
following:
(1)
Registered
agents.
(2)
The
secretary
of
state,
including
provisions
pertaining
to
records
authorized
or
required
to
be
delivered
to
the
secretary
of
state
for
filing
under
this
chapter
.
d.
V
ary
the
provisions
of
section
489.204
.
e.
Alter
or
eliminate
the
duty
of
loyalty
or
the
duty
of
care,
except
as
otherwise
provided
in
subsection
4
.
f
.
Eliminate
the
contractual
obligation
of
good
faith
and
fair
dealing
under
section
489.409,
subsection
4
,
but
the
operating
agreement
may
prescribe
the
standards,
if
not
manifestly
unreasonable,
by
which
the
performance
of
the
obligation
is
to
be
measured.
g.
Relieve
or
exonerate
a
person
from
liability
for
conduct
except
as
provided
in
subsection
6
.
h.
Unreasonably
restrict
the
duties
and
rights
under
section
489.410
,
but
the
operating
agreement
may
impose
reasonable
restrictions
on
the
availability
and
use
of
information
obtained
under
that
section
and
may
define
appropriate
remedies,
including
liquidated
damages,
for
a
breach
of
any
reasonable
restriction
on
use.
i.
V
ary
the
causes
of
dissolution
specified
in
section
489.701,
subsection
1
,
paragraph
“d”
.
j.
V
ary
the
requirement
to
wind
up
the
limited
liability
company
’s
activities
and
affairs
as
specified
in
section
489.702,
subsection
1
;
subsection
2
,
paragraph
“a”
;
and
subsection
5
.
k.
Unreasonably
restrict
the
right
of
a
member
to
maintain
an
action
under
subchapter
VIII
.
l.
V
ary
the
provisions
of
section
489.805
,
but
the
operating
agreement
may
provide
that
the
limited
liability
company
shall
not
have
a
special
litigation
committee.
m.
V
ary
the
right
of
a
member
to
approve
a
merger
,
interest
exchange,
conversion,
or
domestication
under
section
489.1023,
subsection
1
,
paragraph
“b”
;
section
489.1033,
subsection
1
,
paragraph
“b”
;
section
489.1043,
subsection
1
,
paragraph
“b”
;
or
section
489.1053,
subsection
1
,
paragraph
“b”
.
n.
V
ary
the
required
contents
of
a
plan
of
merger
under
section
489.1022,
subsection
1
;
plan
of
interest
exchange
under
section
489.1032,
subsection
1
;
plan
of
conversion
under
section
489.1042,
subsection
1
;
or
plan
of
domestication
under
section
489.1052,
subsection
1
.
o
.
Except
as
otherwise
provided
in
sections
489.106
and
489.107,
subsection
2
,
restrict
the
rights
under
this
chapter
of
a
person
other
than
a
member
or
manager
.
4.
Subject
to
subsection
3
,
paragraph
“g”
,
without
limiting
other
terms
that
may
be
included
in
an
operating
agreement,
all
the
following
rules
apply:
a.
The
operating
agreement
may
do
all
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

9
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.106
(1)
Specify
the
method
by
which
a
specific
act
or
transaction
that
would
otherwise
violate
the
duty
of
loyalty
may
be
authorized
or
ratified
by
one
or
more
disinterested
and
independent
persons
after
full
disclosure
of
all
material
facts.
(2)
Alter
the
prohibition
in
section
489.405,
subsection
1
,
paragraph
“b”
,
so
that
the
prohibition
requires
only
that
the
limited
liability
company
’s
total
assets
not
be
less
than
the
sum
of
its
total
liabilities.
b.
T
o
the
extent
the
operating
agreement
of
a
member
-managed
limited
liability
company
expressly
relieves
a
member
of
a
responsibility
that
the
member
otherwise
would
have
under
this
chapter
and
imposes
the
responsibility
on
one
or
more
other
members,
the
agreement
also
may
eliminate
or
limit
any
fiduciary
duty
of
the
member
relieved
of
the
responsibility
which
would
have
pertained
to
the
responsibility
.
c.
If
not
manifestly
unreasonable,
the
operating
agreement
may
do
all
of
the
following:
(1)
Alter
or
eliminate
the
aspects
of
the
duty
of
loyalty
stated
in
section
489.409,
subsections
2
and
9
.
(2)
Identify
specific
types
or
categories
of
activities
that
do
not
violate
the
duty
of
loyalty
.
(3)
Alter
the
duty
of
care,
but
may
not
authorize
conduct
involving
bad
faith,
willful
or
intentional
misconduct,
or
knowing
violation
of
law
.
(4)
Alter
or
eliminate
any
other
fiduciary
duty
.
5.
The
court
shall
decide
as
a
matter
of
law
whether
a
term
of
an
operating
agreement
is
manifestly
unreasonable
under
subsection
3
,
paragraph
“
f
”
,
or
subsection
4
,
paragraph
“c”
.
All
of
the
following
shall
apply:
a.
The
court
shall
make
its
determination
as
of
the
time
the
challenged
term
became
part
of
the
operating
agreement
and
by
considering
only
circumstances
existing
at
that
time.
b.
The
court
may
invalidate
the
term
only
if,
in
light
of
the
purposes,
activities,
and
affairs
of
the
limited
liability
company
,
it
is
readily
apparent
that
any
of
the
following
apply:
(1)
The
objective
of
the
term
is
unreasonable.
(2)
The
term
is
an
unreasonable
means
to
achieve
the
term’s
objective.
6.
An
operating
agreement
may
alter
or
eliminate
the
indemnification
for
a
member
or
manager
provided
by
section
489.408,
subsection
1
,
and
may
eliminate
or
limit
a
member
’s
or
manager
’s
liability
to
the
limited
liability
company
and
members
for
money
damages,
except
for
any
of
the
following:
a.
A
breach
of
the
duty
of
loyalty
.
b.
A
financial
benefit
received
by
the
member
or
manager
to
which
the
member
or
manager
is
not
entitled.
c.
A
breach
of
a
duty
under
section
489.406
.
d.
Intentional
infliction
of
harm
on
the
company
or
a
member
.
e.
An
intentional
violation
of
criminal
law
.
2008
Acts,
ch
1162,
§10,
155
C2009,
§489.110
2013
Acts,
ch
30,
§114,
115
;
2023
Acts,
ch
152,
§9,
143,
161
C2024,
§489.105
Referred
to
in
§489.102
,
489.107
,
489.201
,
489.408
,
489.14108
F
ormer
§489.105
transferred
to
§489.109
;
2023
Acts,
ch
152,
§143,
161
489.106
Operating
agreement
—
effect
on
limited
liability
company
and
persons
becoming
members
—
preformation
agreement.
1.
A
limited
liability
company
is
bound
by
and
may
enforce
the
operating
agreement,
whether
or
not
the
company
has
itself
manifested
assent
to
the
operating
agreement.
2.
A
person
that
becomes
a
member
of
a
limited
liability
company
is
deemed
to
assent
to
the
operating
agreement.
3.
T
wo
or
more
persons
intending
to
become
the
initial
members
of
a
limited
liability
company
may
make
an
agreement
providing
that
upon
the
formation
of
the
company
the
agreement
will
become
the
operating
agreement.
One
person
intending
to
become
the
initial
member
of
a
company
may
assent
to
terms
providing
that
upon
the
formation
of
the
company
the
terms
will
become
the
operating
agreement.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.106,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
10
4.
An
operating
agreement
in
a
signed
record
that
excludes
modification
or
rescission
except
by
a
signed
record
cannot
be
otherwise
modified
or
rescinded.
2008
Acts,
ch
1162,
§11,
155
C2009,
§489.111
2017
Acts,
ch
54,
§76
;
2023
Acts,
ch
152,
§10,
143,
161
C2024,
§489.106
Referred
to
in
§489.105
F
ormer
§489.106
transferred
to
§489.104
;
2023
Acts,
ch
152,
§143,
161
489.107
Operating
agreement
—
effect
on
third
parties
and
relationship
to
records
effective
on
behalf
of
limited
liability
company
.
1.
An
operating
agreement
may
specify
that
its
amendment
requires
the
approval
of
a
person
that
is
not
a
party
to
the
operating
agreement
or
the
satisfaction
of
a
condition.
An
amendment
is
ineffective
if
its
adoption
does
not
include
the
required
approval
or
satisfy
the
specified
condition.
2.
The
obligations
of
a
limited
liability
company
and
its
members
to
a
person
in
the
person
’s
capacity
as
a
transferee
or
a
person
dissociated
as
a
member
are
governed
by
the
operating
agreement.
Subject
only
to
a
court
order
issued
under
section
489.503,
subsection
2
,
paragraph
“b”
,
to
effectuate
a
charging
order
,
an
amendment
to
the
operating
agreement
made
after
a
person
becomes
a
transferee
or
is
dissociated
as
a
member
is
or
is
not
effective
as
follows:
a.
Is
effective
with
regard
to
any
debt,
obligation,
or
other
liability
of
the
limited
liability
company
or
its
members
to
the
person
in
the
person
’s
capacity
as
a
transferee
or
person
dissociated
as
a
member
.
b.
Is
not
effective
to
the
extent
the
amendment
imposes
a
new
debt,
obligation,
or
other
liability
on
the
transferee
or
person
dissociated
as
a
member
.
3.
If
a
record
delivered
by
a
limited
liability
company
to
the
secretary
of
state
for
filing
becomes
effective
and
contains
a
provision
that
would
be
ineffective
under
section
489.105,
subsection
3
or
subsection
4
,
paragraph
“c”
,
if
contained
in
the
operating
agreement,
the
provision
is
ineffective
in
the
record.
4.
Subject
to
subsection
3
,
if
a
record
delivered
by
a
limited
liability
company
to
the
secretary
of
state
for
filing
becomes
effective
and
conflicts
with
a
provision
of
the
operating
agreement,
all
of
the
following
rules
apply:
a.
The
operating
agreement
prevails
as
to
members,
persons
dissociated
as
members,
transferees,
and
managers.
b.
The
record
prevails
as
to
other
persons
to
the
extent
they
reasonably
rely
on
the
record.
2008
Acts,
ch
1162,
§12,
155
C2009,
§489.112
2023
Acts,
ch
152,
§11,
143,
161
C2024,
§489.107
Referred
to
in
§489.105
,
489.1207
F
ormer
§489.107
transferred
to
§489.111
;
2023
Acts,
ch
152,
§143,
161
489.108
Nature,
purpose,
and
duration
of
limited
liability
company
.
1.
A
limited
liability
company
is
an
entity
distinct
from
its
member
or
members.
2.
A
limited
liability
company
may
have
any
lawful
purpose,
regardless
of
whether
for
profit.
3.
A
limited
liability
company
has
perpetual
duration.
2008
Acts,
ch
1162,
§4,
155
C2009,
§489.104
2023
Acts,
ch
152,
§4,
143,
161
C2024,
§489.108
F
ormer
§489.108
transferred
to
§489.112
;
2023
Acts,
ch
152,
§143,
161
489.109
P
owers.
1.
Except
as
otherwise
provided
in
subsection
2
,
a
limited
liability
company
has
the
capacity
to
sue
and
be
sued
in
its
own
name
and
the
power
to
do
all
things
necessary
or
convenient
to
carry
on
its
activities
and
affairs.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

11
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.112
2.
Until
a
limited
liability
company
has
or
has
had
at
least
one
member
,
the
limited
liability
company
lacks
the
capacity
to
do
any
act
or
carry
on
any
activity
except
all
of
the
following:
a.
Delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.116
,
an
amendment
to
the
certificate
under
section
489.202
,
a
statement
of
correction
under
section
489.209
,
a
biennial
report
under
section
489.212
,
a
statement
of
withdrawal
or
a
statement
of
rescission
under
section
489.703
,
or
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6).
b.
Admitting
a
member
under
section
489.401
.
c.
Dissolving
under
section
489.701
.
3.
A
limited
liability
company
that
has
or
has
had
at
least
one
member
may
ratify
an
act
or
activity
that
occurred
when
the
company
lacked
capacity
under
subsection
2
.
2008
Acts,
ch
1162,
§5,
155
C2009,
§489.105
2019
Acts,
ch
26,
§55
;
2023
Acts,
ch
152,
§5,
143,
161
C2024,
§489.109
2024
Acts,
ch
1125,
§3,
31
Referred
to
in
§489.105
F
ormer
§489.109
transferred
to
§489.113
;
2023
Acts,
ch
152,
§143,
161
489.110
Operating
agreement
—
scope,
function,
and
limitations.
T
ransferred
to
§489.105;
2023
Acts,
ch
152,
§143,
161
.
489.111
Supplemental
principles
of
law
.
Unless
displaced
by
particular
provisions
of
this
chapter
,
the
principles
of
law
and
equity
supplement
this
chapter
.
2008
Acts,
ch
1162,
§7,
155
C2009,
§489.107
2023
Acts,
ch
152,
§143
C2024,
§489.111
F
ormer
§489.111
transferred
to
§489.106
;
2023
Acts,
ch
152,
§143,
161
489.112
P
ermitted
names.
1.
The
name
of
a
limited
liability
company
must
contain
the
phrase
“limited
liability
company
”
or
“limited
company
”
or
the
abbreviation
“L.
L.
C.”,
“LLC”,
“L.
C.”,
or
“LC”.
“Limited”
may
be
abbreviated
as
“Ltd.”,
and
“company
”
may
be
abbreviated
as
“Co
.”.
2.
Except
as
otherwise
provided
in
subsection
3
,
the
name
of
a
limited
liability
company
,
and
the
name
under
which
a
foreign
limited
liability
company
may
register
to
do
business
in
this
state,
must
be
distinguishable
on
the
records
of
the
secretary
of
state
from
any
of
the
following:
a.
The
name
of
an
existing
person
whose
formation
required
the
filing
of
a
record
by
the
secretary
of
state
and
which
is
not
at
the
time
administratively
dissolved,
or
if
such
person
has
been
administratively
dissolved,
within
five
years
of
the
effective
date
of
dissolution.
b.
The
name
of
a
limited
liability
partnership
whose
statement
of
qualification
is
in
effect.
c.
The
name
under
which
a
person
is
registered
to
do
business
in
this
state
by
the
filing
of
a
record
by
the
secretary
of
state.
d.
The
name
reserved
under
section
489.113
or
other
law
of
this
state
providing
for
the
reservation
of
a
name
by
the
filing
of
a
record
by
the
secretary
of
state.
e.
The
name
registered
under
section
489.114
or
other
law
of
this
state
providing
for
the
registration
of
a
name
by
the
filing
of
a
record
by
the
secretary
of
state.
f
.
The
name
registered
with
the
secretary
of
state
as
a
fictitious
name.
3.
If
a
person
consents
in
a
record
to
the
use
of
its
name
and
submits
an
undertaking
in
a
form
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
name
that
is
distinguishable
on
the
records
of
the
secretary
of
state
from
any
name
in
any
category
of
names
in
subsection
2
,
the
name
of
the
consenting
person
may
be
used
by
the
person
to
which
the
consent
was
given.
4.
In
determining
whether
a
name
is
the
same
as
or
not
distinguishable
on
the
records
of
the
secretary
of
state
from
the
name
of
another
person,
words,
phrases,
or
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.112,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
12
abbreviations
indicating
a
type
of
person,
such
as
“corporation
”,
“corp.”,
“incorporated”,
“Inc.”,
“professional
corporation
”,
“P
.C.”,
“PC”,
“professional
association
”,
“P
.A
.”,
“P
A
”,
“Limited”,
“Ltd.”,
“limited
partnership”,
“L.P
.”,
“LP
”,
“limited
liability
partnership”,
“L.L.P
.”,
“LLP
”,
“registered
limited
liability
partnership”,
“R
.L.L.P
.”,
“RLLP
”,
“limited
liability
limited
partnership”,
“L.L.L.P
.”,
“LLLP
”,
“registered
limited
liability
limited
partnership”,
“R
.L.L.L.P
.”,
“RLLLP
”,
“limited
liability
company
”,
“L.L.C.”,
“LLC”,
“cooperative”,
“coop”,
or
“CP
”
shall
not
be
taken
into
account.
5.
The
name
of
a
limited
liability
company
or
foreign
limited
liability
company
shall
not
contain
words
that
may
be
used
only
with
approval
by
another
state
department
or
state
agency
unless
the
company
obtains
the
approval
of
such
other
state
department
or
agency
and
delivers
to
the
secretary
of
state
for
filing
a
record
certifying
such
approval.
6.
A
limited
liability
company
or
foreign
limited
liability
company
may
use
a
name
that
is
not
distinguishable
from
a
name
described
in
subsection
2
,
paragraphs
“a”
through
“
f
”
,
if
the
company
delivers
to
the
secretary
of
state
a
certified
copy
of
a
final
judgment
of
a
court
of
competent
jurisdiction
establishing
the
right
of
the
company
to
use
the
name
in
this
state.
7.
A
limited
liability
company
may
use
the
name,
including
the
fictitious
name,
of
another
entity
that
is
used
in
this
state
if
the
other
entity
is
formed
under
the
law
of
this
state
or
is
authorized
to
transact
business
in
this
state
and
the
proposed
user
limited
liability
company
meets
any
of
the
following
conditions:
a.
Has
merged
with
the
other
entity
.
b.
Has
been
formed
by
reorganization
of
the
other
entity
.
c.
Has
acquired
all
or
substantially
all
of
the
assets,
including
the
name,
of
the
other
entity
.
8.
This
subchapter
does
not
control
the
use
of
fictitious
names.
However
,
if
a
limited
liability
company
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
secretary
of
state
for
filing
a
certified
copy
of
the
resolution
of
its
members
if
it
is
member
-managed
or
its
managers
if
it
is
manager
-managed,
adopting
the
fictitious
name.
2008
Acts,
ch
1162,
§8,
155
C2009,
§489.108
2009
Acts,
ch
133,
§160
;
2023
Acts,
ch
152,
§7,
143,
161
C2024,
§489.112
Referred
to
in
§488.108
,
489.113
,
489.114
,
489.201
,
489.710
,
489.903
,
489.906
,
489.910
,
489.14202
,
489.14703
,
490.401
,
504.401
,
504.403
F
ormer
§489.112
transferred
to
§489.107
;
2023
Acts,
ch
152,
§143,
161
489.113
Reser
vation
of
name.
1.
A
person
may
reserve
the
exclusive
use
of
a
name
that
complies
with
section
489.112
by
delivering
an
application
to
the
secretary
of
state
for
filing.
The
application
must
state
the
name
and
address
of
the
applicant
and
the
name
to
be
reserved.
If
the
secretary
of
state
finds
that
the
name
is
available,
the
secretary
of
state
shall
reserve
the
name
for
the
applicant’s
exclusive
use
for
one
hundred
twenty
days.
2.
The
owner
of
a
reserved
name
may
transfer
the
reservation
to
another
person
by
delivering
to
the
secretary
of
state
a
signed
notice
in
a
record
of
the
transfer
which
states
the
name
and
address
of
the
person
to
which
the
reservation
is
being
transferred.
2008
Acts,
ch
1162,
§9,
155
C2009,
§489.109
2023
Acts,
ch
152,
§8,
143,
161
C2024,
§489.113
Referred
to
in
§488.108
,
489.112
,
490.401
,
504.401
,
504.403
,
524.310
F
ormer
§489.113
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.114
Registration
of
name.
1.
A
foreign
limited
liability
company
not
registered
to
do
business
in
this
state
under
subchapter
IX
may
register
its
name,
or
an
alternate
name
adopted
pursuant
to
section
489.906
,
if
the
name
is
distinguishable
on
the
records
of
the
secretary
of
state
from
the
names
that
are
not
available
under
section
489.112
.
2.
T
o
register
its
name
or
an
alternate
name
adopted
pursuant
to
section
489.906
,
a
foreign
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
an
application
stating
the
company
’s
name,
the
jurisdiction
and
date
of
its
formation,
and
any
alternate
name
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

13
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.116
adopted
pursuant
to
section
489.906
.
If
the
secretary
of
state
finds
that
the
name
applied
for
is
available,
the
secretary
of
state
shall
register
the
name
for
the
applicant’s
exclusive
use.
3.
The
registration
of
a
name
under
this
section
is
effective
for
one
year
after
the
date
of
registration.
4.
A
foreign
limited
liability
company
whose
name
registration
is
effective
may
renew
the
registration
for
successive
one-year
periods
by
delivering,
not
earlier
than
three
months
before
the
expiration
of
the
registration,
to
the
secretary
of
state
for
filing
a
renewal
application
that
complies
with
this
section
.
When
filed,
the
renewal
application
renews
the
registration
for
a
succeeding
one-year
period.
5.
A
foreign
limited
liability
company
whose
name
registration
is
effective
may
register
as
a
foreign
limited
liability
company
under
the
registered
name
or
consent
in
a
signed
record
to
the
use
of
that
name
by
another
person
that
is
not
an
individual.
2023
Acts,
ch
152,
§13,
143,
161
Referred
to
in
§488.108
,
489.112
,
490.401
,
504.401
,
504.403
,
524.310
F
ormer
§489.114
transferred
to
§489.116;
2023
Acts,
ch
152,
§143,
161
489.115
Registered
agent.
1.
Each
limited
liability
company
and
each
registered
foreign
limited
liability
company
shall
designate
and
maintain
a
registered
agent
in
this
state.
The
designation
of
a
registered
agent
is
an
affirmation
of
fact
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
that
the
agent
has
consented
to
serve.
2.
A
registered
agent
for
a
limited
liability
company
or
registered
foreign
limited
liability
company
must
have
a
place
of
business
in
this
state.
3.
The
only
duties
under
this
chapter
of
a
registered
agent
that
has
complied
with
this
chapter
are
as
follows:
a.
T
o
forward
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
the
address
most
recently
supplied
to
the
agent
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
any
process,
notice,
or
demand
pertaining
to
the
company
or
foreign
company
which
is
served
on
or
received
by
the
agent.
b.
If
the
registered
agent
resigns,
to
provide
the
notice
required
by
section
489.117,
subsection
3
,
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
the
address
most
recently
supplied
to
the
agent
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
c.
T
o
keep
current
the
information
with
respect
to
the
agent
in
the
certificate
of
organization
or
foreign
registration
statement.
2023
Acts,
ch
152,
§15,
143,
161
F
ormer
§489.115
transferred
to
§489.117
;
2023
Acts,
ch
152,
§143,
161
489.116
Change
of
registered
agent
or
address
for
registered
agent
by
limited
liability
company
.
1.
A
limited
liability
company
or
registered
foreign
limited
liability
company
may
change
its
registered
agent
or
the
address
of
its
registered
agent
by
delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
that
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
foreign
limited
liability
company
.
b.
The
information
that
is
to
be
in
effect
as
a
result
of
the
filing
of
the
statement
of
change.
2.
The
members
or
managers
of
a
limited
liability
company
need
not
approve
the
delivery
to
the
secretary
of
state
for
filing
of
any
of
the
following:
a.
A
statement
of
change
under
this
section
.
b.
A
similar
filing
changing
the
registered
agent
or
address
of
the
registered
agent,
if
any
,
of
the
limited
liability
company
in
any
other
jurisdiction.
3.
A
statement
of
change
under
this
section
designating
a
new
registered
agent
is
an
affirmation
of
fact
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
that
the
agent
has
consented
to
serve.
4.
As
an
alternative
to
using
the
procedure
in
this
section
,
a
limited
liability
company
may
amend
its
certificate
of
organization.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.116,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
14
5.
Subject
to
section
489.205,
subsection
3
,
a
statement
of
change
is
effective
when
filed
by
the
secretary
of
state.
2008
Acts,
ch
1162,
§14,
155
C2009,
§489.114
2010
Acts,
ch
1100,
§3
;
2023
Acts,
ch
152,
§12,
143,
161
C2024,
§489.116
2024
Acts,
ch
1125,
§4,
31
Referred
to
in
§489.109
,
489.202
,
489.205
,
489.212
F
ormer
§489.116
transferred
to
§489.119
;
2023
Acts,
ch
152,
§143,
161
489.117
Resignation
of
registered
agent.
1.
A
registered
agent
may
resign
as
an
agent
for
a
limited
liability
company
or
registered
foreign
limited
liability
company
by
delivering
to
the
secretary
of
state
for
filing
a
statement
of
resignation
that
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
foreign
limited
liability
company
.
b.
The
name
of
the
agent.
c.
That
the
agent
resigns
from
serving
as
registered
agent
for
the
limited
liability
company
or
foreign
limited
liability
company
.
d.
The
address
of
the
limited
liability
company
or
foreign
limited
liability
company
to
which
the
agent
will
send
the
notice
required
by
subsection
3
.
2.
A
statement
of
resignation
takes
effect
on
the
earlier
of
the
following:
a.
The
thirty
-first
day
after
the
day
on
which
it
is
filed
with
the
secretary
of
state.
b.
The
designation
of
a
new
registered
agent
for
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
3.
A
registered
agent
promptly
shall
furnish
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
notice
in
a
record
of
the
date
on
which
a
statement
of
resignation
was
filed.
4.
When
a
statement
of
resignation
takes
effect,
the
registered
agent
ceases
to
have
responsibility
under
this
chapter
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
The
resignation
does
not
affect
any
contractual
rights
the
company
or
foreign
company
has
against
the
agent
or
that
the
agent
has
against
the
company
or
foreign
company
.
5.
A
registered
agent
may
resign
with
respect
to
a
limited
liability
company
or
registered
foreign
limited
liability
company
whether
or
not
the
company
or
foreign
company
is
in
good
standing.
2008
Acts,
ch
1162,
§15,
155
C2009,
§489.115
2010
Acts,
ch
1100,
§4
;
2020
Acts,
ch
1058,
§3
;
2023
Acts,
ch
152,
§14,
143,
161
C2024,
§489.117
Referred
to
in
§489.115
,
489.207
F
ormer
§489.117
transferred
to
§489.122
;
2023
Acts,
ch
152,
§143,
161
489.118
Change
of
name
or
address
by
registered
agent.
1.
If
a
registered
agent
changes
its
name
or
address,
the
agent
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
change
that
states
all
of
the
following:
a.
The
name
of
the
limited
liability
company
or
registered
foreign
limited
liability
company
represented
by
the
registered
agent.
b.
The
name
of
the
agent
as
currently
shown
in
the
records
of
the
secretary
of
state
for
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
c.
If
the
name
of
the
agent
has
changed,
its
new
name.
d.
If
the
address
of
the
agent
has
changed,
its
new
address.
2.
A
registered
agent
promptly
shall
furnish
notice
to
the
represented
limited
liability
company
or
registered
foreign
limited
liability
company
of
the
filing
by
the
secretary
of
state
of
the
statement
of
change
and
the
changes
made
by
the
statement.
2023
Acts,
ch
152,
§18,
161
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

15
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.122
489.119
Ser
vice
of
process,
notice,
or
demand.
1.
A
limited
liability
company
or
registered
foreign
limited
liability
company
may
be
served
with
any
process,
notice,
or
demand
required
or
permitted
by
law
by
serving
its
registered
agent.
2.
If
a
limited
liability
company
or
registered
foreign
limited
liability
company
ceases
to
have
a
registered
agent,
or
if
its
registered
agent
cannot
with
reasonable
diligence
be
served,
the
limited
liability
company
or
registered
foreign
limited
liability
company
may
be
served
by
registered
or
certified
mail,
return
receipt
requested,
or
by
similar
commercial
delivery
service,
addressed
to
the
limited
liability
company
or
registered
foreign
limited
liability
company
at
its
principal
office.
The
address
of
the
principal
office
must
be
as
shown
on
the
limited
liability
company
’s
or
registered
foreign
limited
liability
company
’s
most
recent
biennial
report
filed
with
the
secretary
of
state
pursuant
to
section
489.212
.
Service
is
effected
under
this
subsection
on
the
earliest
of
any
of
the
following:
a.
The
date
the
limited
liability
company
or
registered
foreign
limited
liability
company
receives
the
mail
or
delivery
by
the
commercial
delivery
service.
b.
The
date
shown
on
the
return
receipt,
if
signed
by
the
limited
liability
company
or
registered
foreign
limited
liability
company
.
c.
Five
days
after
its
deposit
with
the
United
States
postal
service
or
with
the
commercial
delivery
service,
if
correctly
addressed
and
with
sufficient
postage
or
payment.
3.
If
process,
notice,
or
demand
cannot
be
served
on
a
limited
liability
company
or
registered
foreign
limited
liability
company
pursuant
to
subsection
1
or
2
,
service
may
be
made
by
handing
a
copy
to
the
individual
in
charge
of
any
regular
place
of
business
or
activity
of
the
limited
liability
company
or
registered
foreign
company
if
the
individual
served
is
not
a
plaintiff
in
the
action.
4.
Service
of
process,
notice,
or
demand
on
a
registered
agent
must
be
in
a
written
record.
5.
Service
of
process,
notice,
or
demand
may
be
made
by
other
means
under
law
other
than
this
chapter
,
including
as
provided
in
sections
617.3
through
617.6
unless
specifically
provided
for
by
another
provision
of
law
.
2008
Acts,
ch
1162,
§16,
155
C2009,
§489.116
2010
Acts,
ch
1100,
§5
;
2010
Acts,
ch
1193,
§56
;
2023
Acts,
ch
152,
§16,
143,
161
C2024,
§489.119
2024
Acts,
ch
1125,
§5,
31
Referred
to
in
§489.210
,
489.709
,
489.710
,
489.711
,
489.907
,
489.909
,
489.911
,
489.1026
,
489.1046
,
489.1056
489.120
Deliver
y
of
record.
1.
Except
as
otherwise
provided
in
this
chapter
,
permissible
means
of
delivery
of
a
record
include
delivery
by
hand,
mail,
conventional
commercial
practice,
and
electronic
transmission.
2.
Delivery
to
the
secretary
of
state
is
effective
only
when
a
record
is
received
by
the
secretary
of
state.
2023
Acts,
ch
152,
§19,
161
Referred
to
in
§489.102
489.121
Reser
vation
of
power
to
amend
or
repeal.
The
general
assembly
has
power
to
amend
or
repeal
all
or
part
of
this
chapter
at
any
time,
and
all
limited
liability
companies
and
foreign
limited
liability
companies
subject
to
this
chapter
are
governed
by
the
amendment
or
repeal.
2023
Acts,
ch
152,
§20,
161
489.122
F
ees.
1.
The
secretary
of
state
shall
collect
the
following
fees
when
documents
described
in
this
subsection
are
delivered
to
the
secretary
’s
office
for
filing:
a.
Statement
of
rescission
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
b.
Statement
of
withdrawal
under
section
489.208,
subsection
1
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
c.
Certificate
of
organization
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.122,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
16
d.
Application
for
use
of
indistinguishable
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
e.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
f
.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
g.
Statement
of
change
of
registered
agent
or
address
of
the
registered
agent
or
both
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
h.
Registered
agent’s
statement
of
change
for
each
affected
limited
liability
company
.
.
.
.
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.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
i.
Registered
agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
.
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.
.
.
.
.
.
.
.
.
.
No
fee
j.
Amendment
to
certificate
of
organization
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
.
.
.
$
50
k.
Restatement
of
certificate
of
organization
with
amendment
of
certificate
.
.
.
.
.
.
.
.
.
.
.
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.
.
.
.
.
.
.
$
50
l.
Statement
of
merger
or
interest
exchange
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
m.
Statement
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
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.
.
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.
.
.
.
.
.
$
50
n.
Statement
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
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.
.
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.
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.
.
.
.
.
.
.
.
.
$
50
o
.
Statement
of
dissolution
.
.
.
.
.
.
.
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.
.
.
.
.
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.
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.
.
.
.
.
.
$
5
p.
Declaration
of
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
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.
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.
.
.
.
.
.
.
.
.
No
fee
q.
Application
for
reinstatement
following
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
r
.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
s.
Application
for
certificate
of
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
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.
.
.
.
.
.
.
.
.
.
.
.
.
.
$100
t.
Application
for
amended
certificate
of
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
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.
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.
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.
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.
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.
.
.
.
.
.
.
.
.
.
.
.
.
$100
u.
Statement
of
withdrawal
under
section
489.907
or
section
489.909,
subsection
1
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
v
.
Certificate
of
revocation
of
authority
to
transact
business
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
w
.
Statement
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
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.
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.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
x.
Application
for
certificate
of
existence
or
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
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.
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.
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.
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.
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.
.
.
.
.
.
.
.
.
.
$
5
y
.
Any
other
document
required
or
permitted
to
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
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.
.
.
.
.
.
.
.
$
5
2.
The
secretary
of
state
shall
collect
a
fee
of
five
dollars
each
time
process
is
served
on
the
secretary
under
this
chapter
.
The
party
to
a
proceeding
causing
service
of
process
is
entitled
to
recover
this
fee
as
costs
if
the
party
prevails
in
the
proceeding.
3.
The
secretary
of
state
shall
collect
the
following
fees
for
copying
and
certifying
the
copy
of
any
filed
document
relating
to
a
limited
liability
company
or
foreign
limited
liability
company
as
follows:
a.
One
dollar
a
page
for
copying.
b.
Five
dollars
for
the
certificate.
4.
The
secretary
of
state
may
impose,
assess,
and
collect
a
filing
fee
as
a
condition
to
accepting
a
biennial
report
as
provided
in
section
489.212
.
2008
Acts,
ch
1162,
§17,
155
C2009,
§489.117
2010
Acts,
ch
1100,
§6,
7
;
2019
Acts,
ch
26,
§56
;
2023
Acts,
ch
152,
§17,
143,
161
C2024,
§489.122
2024
Acts,
ch
1125,
§6
–
8,
31
Referred
to
in
§9.11
,
489.212
,
524.303
See
annual
Iowa
Acts
for
provisions
relating
to
the
authority
to
refund
fees
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

17
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.202
489.122A
Secretar
y
of
state
—
e
xtra
ser
vices
—
surcharge.
Upon
the
request
of
a
filer
of
a
document
under
this
chapter
,
the
secretary
of
state
shall
provide
an
extra
filing
service
and
assess
a
surcharge
as
provided
in
chapter
9,
subchapter
II
.
2021
Acts,
ch
165,
§256
C2022,
§489.205A
2023
Acts,
ch
152,
§143,
161
C2024,
§489.122A
Referred
to
in
§9.11
489.123
through
489.200
Reserved.
SUBCHAPTER
II
FORMA
TION
—
CERTIFICA
TE
OF
ORGANIZA
TION
AND
OTHER
FILINGS
489.201
F
ormation
of
limited
liability
company
—
certificate
of
organization.
1.
One
or
more
persons
may
act
as
organizers
to
form
a
limited
liability
company
by
delivering
to
the
secretary
of
state
for
filing
a
certificate
of
organization.
2.
A
certificate
of
organization
must
state
all
of
the
following:
a.
The
name
of
the
limited
liability
company
,
which
must
comply
with
section
489.112
.
b.
The
street
and
mailing
addresses
of
the
limited
liability
company
’s
principal
office.
c.
The
name
and
street
and
mailing
addresses
in
this
state
of
the
limited
liability
company
’s
registered
agent.
3.
A
certificate
of
organization
may
contain
statements
as
to
matters
other
than
those
required
by
subsection
2
,
but
shall
not
vary
or
otherwise
affect
the
provisions
specified
in
section
489.105,
subsections
3
and
4
,
in
a
manner
inconsistent
with
that
section.
However
,
a
statement
in
a
certificate
of
organization
is
not
effective
as
a
statement
of
authority
.
4.
A
limited
liability
company
is
formed
when
the
certificate
of
organization
becomes
effective.
2008
Acts,
ch
1162,
§18,
155
;
2010
Acts,
ch
1100,
§8
;
2023
Acts,
ch
152,
§21,
161
Referred
to
in
§489.102
489.202
Amendment
or
restatement
of
certificate
of
organization.
1.
A
certificate
of
organization
may
be
amended
or
restated
at
any
time.
2.
T
o
amend
its
certificate
of
organization,
a
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
an
amendment
stating
all
of
the
following:
a.
The
name
of
the
limited
liability
company
.
b.
The
date
of
filing
of
its
initial
certificate.
c.
The
text
of
the
amendment.
3.
T
o
restate
its
certificate
of
organization,
a
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
a
restatement,
designated
as
such
in
its
heading,
and
setting
forth
all
of
the
following:
a.
The
name
of
the
limited
liability
company
.
b.
The
text
of
the
restated
certificate
of
organization.
c.
A
statement
that
the
restated
certificate
consolidates
all
amendments
into
a
single
document.
d.
If
a
new
amendment
is
included
in
the
restated
certificate
of
organization,
the
statements
required
under
subsection
2
with
respect
to
the
new
amendment
if
not
otherwise
provided.
4.
If
a
member
of
a
member
-managed
limited
liability
company
,
or
a
manager
of
a
manager
-managed
limited
liability
company
,
knows
that
any
information
in
a
filed
certificate
of
organization
was
inaccurate
when
the
certificate
of
organization
was
filed
or
has
become
inaccurate
due
to
changed
circumstances,
the
member
or
manager
shall
promptly
do
any
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.202,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
18
a.
Cause
the
certificate
of
organization
to
be
amended.
b.
If
appropriate,
deliver
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.116
or
a
statement
of
correction
under
section
489.209
.
2008
Acts,
ch
1162,
§19,
155
;
2023
Acts,
ch
152,
§22,
161
Referred
to
in
§489.109
,
489.205
489.203
Signing
of
records
to
be
delivered
for
filing
to
secretar
y
of
state.
1.
A
record
delivered
to
the
secretary
of
state
for
filing
pursuant
to
this
chapter
must
be
signed
as
follows:
a.
Except
as
otherwise
provided
in
paragraphs
“b”
and
“c”
,
a
record
signed
by
a
limited
liability
company
must
be
signed
by
a
person
authorized
by
the
company
.
b.
A
limited
liability
company
’s
initial
certificate
of
organization
must
be
signed
by
at
least
one
person
acting
as
an
organizer
.
c.
A
record
delivered
on
behalf
of
a
dissolved
limited
liability
company
that
has
no
member
must
be
signed
by
the
person
winding
up
the
company
’s
activities
and
affairs
under
section
489.702,
subsection
3
,
or
a
person
appointed
under
section
489.702,
subsection
4
,
to
wind
up
the
activities
and
affairs.
d.
A
statement
of
denial
by
a
person
under
section
489.303
must
be
signed
by
that
person.
e.
Any
other
record
delivered
on
behalf
of
a
person
to
the
secretary
of
state
for
filing
must
be
signed
by
that
person.
2.
A
record
delivered
for
filing
under
this
chapter
may
be
signed
by
an
agent.
Whenever
this
chapter
requires
a
particular
individual
to
sign
a
record
and
the
individual
is
deceased
or
incompetent,
the
record
may
be
signed
by
a
legal
representative
of
the
individual.
3.
A
person
that
signs
a
record
as
an
agent
or
legal
representative
affirms
as
a
fact
that
the
person
is
authorized
to
sign
the
record.
2008
Acts,
ch
1162,
§20,
155
;
2023
Acts,
ch
152,
§23,
161
Referred
to
in
§489.212
489.204
Signing
and
filing
pursuant
to
judicial
order
.
1.
If
a
person
required
by
this
chapter
to
sign
a
record
or
deliver
a
record
to
the
secretary
of
state
for
filing
under
this
chapter
does
not
do
so
,
any
other
person
that
is
aggrieved
may
petition
the
district
court
to
order
one
or
more
of
the
following:
a.
The
person
to
sign
the
record.
b.
The
person
to
deliver
the
record
to
the
secretary
of
state
for
filing.
c.
The
secretary
of
state
to
file
the
record
unsigned.
2.
If
a
petitioner
under
subsection
1
is
not
the
limited
liability
company
or
foreign
limited
liability
company
to
which
the
record
pertains,
the
petitioner
shall
make
the
limited
liability
company
or
foreign
limited
liability
company
a
party
to
the
action.
3.
A
record
filed
under
subsection
1
,
paragraph
“c”
,
is
effective
without
being
signed.
2008
Acts,
ch
1162,
§21,
155
;
2023
Acts,
ch
152,
§24,
161
Referred
to
in
§489.105
,
489.205
489.205
Liability
for
inaccurate
information
in
filed
records.
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.
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
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

19
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.206
(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.
T
o
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.
2023
Acts,
ch
152,
§25,
161
Referred
to
in
§489.116
F
ormer
§489.205
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§25,
161
489.205A
Secretar
y
of
state
—
e
xtra
ser
vices
—
surcharge.
T
ransferred
to
§489.122A
;
2023
Acts,
ch
152,
§143,
161
.
489.206
F
iling
requirements.
1.
T
o
be
filed
by
the
secretary
of
state
pursuant
to
this
chapter
,
a
record
must
be
captioned
to
describe
the
record’s
purpose,
must
be
received
by
the
secretary
of
state,
must
comply
with
this
chapter
,
and
must
satisfy
all
of
the
following:
a.
The
filing
of
the
record
must
be
required
or
permitted
by
this
chapter
.
b.
The
record
must
be
physically
delivered
in
written
form
unless
and
to
the
extent
the
secretary
of
state
permits
electronic
delivery
of
records.
c.
The
words
in
the
record
must
be
in
English,
and
numbers
must
be
in
Arabic
or
Roman
numerals,
but
the
name
of
an
entity
need
not
be
in
English
if
written
in
English
letters
or
Arabic
or
Roman
numerals.
d.
The
record
must
be
signed
by
a
person
authorized
or
required
under
this
chapter
to
sign
the
record.
e.
The
record
must
state
the
name
and
capacity
,
if
any
,
of
each
individual
who
signed
it,
either
on
behalf
of
the
individual
or
the
person
authorized
or
required
to
sign
the
record,
but
need
not
contain
a
seal,
attestation,
acknowledgment,
or
verification.
2.
If
law
other
than
this
chapter
prohibits
the
disclosure
by
the
secretary
of
state
of
information
contained
in
a
record
delivered
to
the
secretary
of
state
for
filing,
the
secretary
of
state
shall
file
the
record
if
the
record
otherwise
complies
with
this
chapter
but
may
redact
the
information.
3.
When
a
record
is
delivered
to
the
secretary
of
state
for
filing,
any
fee
required
under
this
chapter
and
any
fee,
tax,
interest,
or
penalty
required
to
be
paid
under
this
chapter
or
law
other
than
this
chapter
must
be
paid
in
a
manner
permitted
by
the
secretary
of
state
or
by
that
law
.
4.
The
secretary
of
state
may
require
that
a
record
delivered
in
written
form
be
accompanied
by
an
identical
or
conformed
copy
.
5.
The
secretary
of
state
may
provide
forms
for
filings
required
or
permitted
to
be
made
by
this
chapter
,
but,
except
as
otherwise
provided
in
subsection
6
,
their
use
is
not
required.
6.
The
secretary
of
state
may
prescribe,
and
furnish
on
request
and
require
any
of
the
following
forms:
a.
A
cover
sheet
for
a
filing.
b.
An
application
for
a
certificate
of
existence
or
certificate
of
registration.
c.
A
foreign
corporation
’s
registration
statement.
d.
A
foreign
corporation
’s
statement
of
withdrawal.
e.
A
foreign
corporation
’s
transfer
of
registration
statement.
f
.
The
biennial
report
required
by
section
489.212
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.206,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
20
7.
Upon
request
and
payment
of
the
requisite
fee,
the
secretary
of
state
shall
send
the
requester
a
certified
copy
of
a
requested
record.
2023
Acts,
ch
152,
§27,
143,
161
;
2024
Acts,
ch
1125,
§9,
31
Referred
to
in
§489.302
F
ormer
§489.206
transferred
to
§489.209
;
2023
Acts,
ch
152,
§143,
161
489.207
Effective
date
and
time.
Except
as
otherwise
provided
in
section
489.117
and
section
489.208
and
subject
to
section
489.209,
subsection
4
,
a
record
filed
under
this
chapter
is
effective
as
follows:
1.
On
the
date
and
at
the
time
of
its
filing
by
the
secretary
of
state,
as
provided
in
section
489.210,
subsection
2
.
2.
On
the
date
of
filing
and
at
the
time
specified
in
the
record
as
its
effective
time,
if
later
than
the
time
under
subsection
1
.
3.
At
a
specified
delayed
effective
date
and
time,
which
may
not
be
more
than
ninety
days
after
the
date
of
filing.
4.
If
a
delayed
effective
date
is
specified,
but
no
time
is
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
be
more
than
ninety
days
after
the
date
of
filing.
2023
Acts,
ch
152,
§28,
161
Referred
to
in
§489.212
,
489.910
,
489.14201
F
ormer
§489.207
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§28,
161
489.208
W
ithdrawal
of
filed
record
before
effectiveness.
1.
Except
as
otherwise
provided
in
sections
489.1024
,
489.1034
,
489.1044
,
and
489.1054
,
a
record
delivered
to
the
secretary
of
state
for
filing
may
be
withdrawn
before
it
takes
effect
by
delivering
to
the
secretary
of
state
for
filing
a
statement
of
withdrawal.
2.
A
statement
of
withdrawal
must
comply
with
all
of
the
following:
a.
Be
signed
by
each
person
that
signed
the
record
being
withdrawn,
except
as
otherwise
agreed
by
those
persons.
b.
Identify
the
record
to
be
withdrawn.
c.
If
signed
by
fewer
than
all
the
persons
that
signed
the
record
being
withdrawn,
state
that
the
record
is
withdrawn
in
accordance
with
the
agreement
of
all
the
persons
that
signed
the
record.
3.
On
filing
by
the
secretary
of
state
of
a
statement
of
withdrawal,
the
action
or
transaction
evidenced
by
the
original
record
does
not
take
effect.
2023
Acts,
ch
152,
§30,
143,
161
Referred
to
in
§489.122
,
489.207
,
489.703
F
ormer
§489.208
transferred
to
§489.211
;
2023
Acts,
ch
152,
§143,
161
489.209
Correcting
filed
record.
1.
A
person
on
whose
behalf
a
filed
record
was
delivered
to
the
secretary
of
state
for
filing
may
correct
the
record
if
any
of
the
following
apply:
a.
The
record
at
the
time
of
filing
was
inaccurate.
b.
The
record
was
defectively
signed.
c.
The
electronic
transmission
of
the
record
to
the
secretary
of
state
was
defective.
2.
T
o
correct
a
filed
record,
a
person
on
whose
behalf
the
record
was
delivered
to
the
secretary
of
state
must
deliver
to
the
secretary
of
state
for
filing
a
statement
of
correction.
3.
A
statement
of
correction
shall
comply
with
all
of
the
following:
a.
It
must
not
state
a
delayed
effective
date.
b.
It
must
be
signed
by
the
person
correcting
the
filed
record.
c.
It
must
describe
the
record
to
be
corrected
including
its
filing
date
or
attach
a
copy
of
the
record
as
filed.
d.
It
must
specify
the
inaccuracy
or
defect
to
be
corrected.
e.
It
must
correct
the
inaccuracy
or
defect.
4.
A
statement
of
correction
is
effective
as
of
the
effective
date
of
the
filed
record
that
it
corrects
except
for
purposes
of
section
489.103,
subsection
4
,
and
as
to
persons
relying
on
the
uncorrected
filed
record
and
adversely
affected
by
the
correction.
F
or
those
purposes
and
as
to
those
persons,
the
statement
of
correction
is
effective
when
filed.
2008
Acts,
ch
1162,
§23,
155
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

21
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.211
C2009,
§489.206
2023
Acts,
ch
152,
§26,
143,
161
C2024,
§489.209
Referred
to
in
§9.14
,
489.109
,
489.202
,
489.205
,
489.207
F
ormer
§489.209
transferred
to
§489.211A
;
2023
Acts,
ch
152,
§143,
161
489.210
Duty
of
secretar
y
of
state
to
file
—
review
of
refusal
to
file
—
deliver
y
of
record
by
secretar
y
of
state.
1.
The
secretary
of
state
shall
file
a
record
delivered
to
the
secretary
of
state
for
filing
which
satisfies
this
chapter
.
The
duty
of
the
secretary
of
state
under
this
section
is
ministerial.
2.
When
the
secretary
of
state
files
a
record,
the
secretary
of
state
shall
record
it
as
filed
on
the
date
and
at
the
time
of
its
delivery
.
After
filing
a
record,
the
secretary
of
state
shall
deliver
to
the
person
that
submitted
the
record
a
copy
of
the
record
with
an
acknowledgment
of
the
date
and
time
of
filing
and,
in
the
case
of
a
statement
of
denial,
also
to
the
limited
liability
company
to
which
the
statement
pertains.
3.
If
the
secretary
of
state
refuses
to
file
a
record,
the
secretary
of
state
shall,
not
later
than
fifteen
business
days
after
the
record
is
delivered,
do
all
of
the
following:
a.
Return
the
record
or
notify
the
person
that
submitted
the
record
of
the
refusal.
b.
P
rovide
a
brief
explanation
in
a
record
of
the
reason
for
the
refusal.
4.
If
the
secretary
of
state
refuses
to
file
a
record,
the
person
that
submitted
the
record
may
petition
the
district
court
of
P
olk
county
to
compel
filing
of
the
record.
The
record
and
the
explanation
of
the
secretary
of
state
of
the
refusal
to
file
must
be
attached
to
the
petition.
The
court
may
decide
the
matter
in
a
summary
proceeding.
If
the
court
orders
the
record
to
be
filed,
the
court
may
order
it
filed
with
an
effective
date
that
is
the
date
on
which
it
was
submitted
to
the
secretary
of
state
for
filing.
5.
The
filing
of
or
refusal
to
file
a
record
does
not
do
any
of
the
following:
a.
Affect
the
validity
or
invalidity
of
the
record
in
whole
or
in
part.
b.
Create
a
presumption
that
the
information
contained
in
the
record
is
correct
or
incorrect.
6.
Except
as
otherwise
provided
by
section
489.119
or
by
law
other
than
this
chapter
,
the
secretary
of
state
may
deliver
any
record
to
a
person
by
delivering
it
by
any
of
the
following:
a.
In
person
to
the
person
that
submitted
it.
b.
T
o
the
address
of
the
person
’s
registered
agent.
c.
T
o
the
principal
office
of
the
person.
d.
T
o
another
address
the
person
provides
to
the
secretary
of
state
for
delivery
.
2023
Acts,
ch
152,
§32,
161
Referred
to
in
§9.11
,
489.103
,
489.207
489.211
Certificate
of
e
xistence
or
registration.
1.
On
request
of
any
person,
the
secretary
of
state
shall
issue
a
certificate
of
existence
for
a
limited
liability
company
or
a
certificate
of
registration
for
a
registered
foreign
limited
liability
company
.
2.
A
certificate
of
existence
or
certificate
of
registration
under
subsection
1
must
state
all
of
the
following:
a.
The
limited
liability
company
’s
name
or
the
registered
foreign
limited
liability
company
’s
name
used
in
this
state.
b.
In
the
case
of
a
limited
liability
company
,
all
of
the
following:
(1)
That
a
certificate
of
organization
has
been
filed
and
has
taken
effect.
(2)
The
date
the
certificate
became
effective.
(3)
The
period
of
the
limited
liability
company
’s
duration
if
the
records
of
the
secretary
of
state
reflect
that
its
period
of
duration
is
less
than
perpetual.
(4)
That
all
of
the
following
apply:
(a)
No
statement
of
dissolution,
statement
of
administrative
dissolution,
or
statement
of
termination
has
been
filed.
(b)
The
records
of
the
secretary
of
state
do
not
otherwise
reflect
that
the
limited
liability
company
has
been
dissolved
or
terminated.
(c)
A
proceeding
is
not
pending
under
section
489.708
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.211,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
22
c.
In
the
case
of
a
registered
foreign
limited
liability
company
,
that
it
is
registered
to
do
business
in
this
state.
d.
That
all
fees,
taxes,
interest,
and
penalties
owed
to
this
state
by
the
limited
liability
company
or
foreign
limited
liability
company
and
collected
through
the
secretary
of
state
have
been
paid,
if
all
of
the
following
apply:
(1)
P
ayment
is
reflected
in
the
records
of
the
secretary
of
state.
(2)
Nonpayment
affects
the
good
standing
or
registration
of
the
limited
liability
company
or
foreign
limited
liability
company
.
e.
That
the
most
recent
biennial
report
required
by
section
489.212
has
been
delivered
to
the
secretary
of
state
for
filing.
f
.
Other
facts
reflected
in
the
records
of
the
secretary
of
state
pertaining
to
the
limited
liability
company
or
foreign
limited
liability
company
which
the
person
requesting
the
certificate
reasonably
requests.
3.
Subject
to
any
qualification
stated
in
the
certificate,
a
certificate
issued
by
the
secretary
of
state
under
subsection
1
may
be
relied
on
as
conclusive
evidence
of
the
facts
stated
in
the
certificate.
2008
Acts,
ch
1162,
§25,
155
C2009,
§489.208
2010
Acts,
ch
1100,
§9
;
2016
Acts,
ch
1097,
§19
;
2023
Acts,
ch
152,
§29,
143,
161
C2024,
§489.211
2024
Acts,
ch
1125,
§10,
31
489.211A
Biennial
report
for
secretar
y
of
state.
T
ransferred
to
§489.212
;
2024
Acts,
ch
1125,
§30
.
489.212
Biennial
report
for
secretar
y
of
state.
1.
A
limited
liability
company
or
a
foreign
limited
liability
company
registered
to
do
business
in
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
biennial
report
that
states
all
of
the
following:
a.
The
name
of
the
company
.
b.
The
name
of
the
registered
agent
and
street
address
of
the
registered
agent,
and
the
consent
of
any
new
registered
agent.
c.
The
street
address
of
its
principal
office.
d.
In
the
case
of
a
foreign
limited
liability
company
,
the
state
or
other
jurisdiction
under
whose
law
the
foreign
company
is
formed
and
any
alternate
name
adopted
under
section
489.906,
subsection
1
.
2.
Information
in
a
biennial
report
under
this
section
must
be
current
as
of
the
date
the
report
is
delivered
to
the
secretary
of
state
for
filing.
The
report
shall
be
executed
on
behalf
of
the
limited
liability
company
or
foreign
limited
liability
company
and
signed
as
provided
in
section
489.203
.
3.
The
first
biennial
report
in
this
state
must
be
delivered
to
the
secretary
of
state
between
January
1
and
April
1
of
the
first
odd-numbered
year
following
the
calendar
year
in
which
a
limited
liability
company
was
formed
or
a
foreign
limited
liability
company
was
registered
to
do
business.
A
subsequent
biennial
report
must
be
delivered
to
the
secretary
of
state
between
January
1
and
April
1
of
each
following
odd-numbered
calendar
year
.
A
filing
fee
for
the
biennial
report
shall
be
determined
by
the
secretary
of
state
pursuant
to
section
489.122
.
Each
biennial
report
shall
contain
information
related
to
the
two
-year
period
immediately
preceding
the
calendar
year
in
which
the
report
is
filed.
4.
If
a
biennial
report
does
not
contain
the
information
required
in
this
section
,
the
secretary
of
state
shall
promptly
notify
the
reporting
limited
liability
company
or
foreign
limited
liability
company
in
writing
and
return
the
report
to
it
for
correction.
5.
The
secretary
of
state
may
provide
for
the
change
of
registered
agent
or
address
of
the
registered
agent
on
the
form
prescribed
by
the
secretary
of
state
for
the
biennial
report,
provided
that
the
form
contains
the
information
required
in
section
489.116
.
If
the
secretary
of
state
determines
that
a
biennial
report
does
not
contain
the
information
required
in
this
section
but
otherwise
meets
the
requirements
of
section
489.116
for
the
purpose
of
changing
T
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Iowa
Code
2026,
Chapter
489
(303,
2)

23
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.302
the
registered
office
or
registered
agent,
the
secretary
of
state
shall
file
the
statement
of
change
for
the
registered
agent
or
address
of
the
registered
agent,
effective
as
provided
in
section
489.207,
subsection
3
,
before
returning
the
biennial
report
to
the
limited
liability
company
as
provided
in
this
section
.
A
statement
of
change
of
registered
agent
or
address
of
the
registered
agent
accomplished
pursuant
to
this
subsection
shall
be
executed
by
a
person
authorized
to
execute
the
biennial
report.
2008
Acts,
ch
1162,
§26,
155
C2009,
§489.209
2010
Acts,
ch
1100,
§10
;
2023
Acts,
ch
152,
§31,
143,
161
C2024,
§489.211A
2024
Acts,
ch
1125,
§11,
12,
30,
31
C2025,
§489.212
Referred
to
in
§489.109
,
489.119
,
489.122
,
489.206
,
489.211
,
489.708
,
489.14205
,
489.14206
489.213
through
489.300
Reserved.
SUBCHAPTER
III
RELA
TIONS
OF
MEMBERS
AND
MANAGERS
TO
PERSONS
DEALING
WITH
LIMITED
LIABILITY
COMP
ANY
489.301
No
agency
power
of
member
as
member
.
1.
A
member
is
not
an
agent
of
a
limited
liability
company
solely
by
reason
of
being
a
member
.
2.
A
person
’s
status
as
a
member
does
not
prevent
or
restrict
law
other
than
this
chapter
from
imposing
liability
on
a
limited
liability
company
because
of
the
person
’s
conduct.
2008
Acts,
ch
1162,
§27,
155
489.302
Statement
of
limited
liability
company
authority
.
1.
A
limited
liability
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
authority
.
All
of
the
following
apply
to
the
statement:
a.
It
must
include
the
name
of
the
limited
liability
company
and
the
name
and
street
and
mailing
addresses
of
its
registered
agent.
b.
W
ith
respect
to
any
position
that
exists
in
or
with
respect
to
the
limited
liability
company
,
it
may
state
the
authority
,
or
limitations
on
the
authority
,
of
all
persons
holding
the
position
to
do
any
of
the
following:
(1)
Sign
an
instrument
transferring
real
property
held
in
the
name
of
the
limited
liability
company
.
(2)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
limited
liability
company
.
c.
It
may
state
the
authority
,
or
limitations
on
the
authority
,
of
a
specific
person
to
do
any
of
the
following:
(1)
Sign
an
instrument
transferring
real
property
held
in
the
name
of
the
limited
liability
company
.
(2)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
limited
liability
company
.
2.
T
o
amend
or
cancel
a
statement
of
authority
filed
by
the
secretary
of
state,
a
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
an
amendment
or
cancellation
stating
all
of
the
following:
a.
The
name
of
the
limited
liability
company
.
b.
The
name
and
street
and
mailing
addresses
of
the
limited
liability
company
’s
registered
agent.
c.
The
date
the
statement
being
affected
became
effective.
T
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2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.302,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
24
d.
The
contents
of
the
amendment
or
a
declaration
that
the
statement
is
canceled.
3.
A
statement
of
authority
affects
only
the
power
of
a
person
to
bind
a
limited
liability
company
to
persons
that
are
not
members.
4.
Subject
to
subsection
3
and
section
489.103,
subsection
4
,
and
except
as
otherwise
provided
in
subsections
6,
7,
and
8
,
a
limitation
on
the
authority
of
a
person
or
a
position
contained
in
an
effective
statement
of
authority
is
not
by
itself
evidence
of
any
person
’s
knowledge
or
notice
of
the
limitation.
5.
Subject
to
subsection
3
,
a
grant
of
authority
not
pertaining
to
a
transfer
of
real
property
and
contained
in
an
effective
statement
of
authority
is
conclusive
in
favor
of
a
person
that
gives
value
in
reliance
on
the
grant,
except
to
the
extent
that
when
the
person
gives
value,
any
of
the
following
applies:
a.
The
person
has
knowledge
to
the
contrary
.
b.
The
statement
has
been
canceled
or
restrictively
amended
under
subsection
2
.
c.
A
limitation
on
the
grant
is
contained
in
another
statement
of
authority
that
became
effective
after
the
statement
containing
the
grant
became
effective.
6.
Subject
to
subsection
3
,
an
effective
statement
of
authority
that
grants
authority
to
transfer
real
property
held
in
the
name
of
the
limited
liability
company
,
a
certified
copy
of
which
statement
is
recorded
in
the
office
for
recording
transfers
of
the
real
property
,
is
conclusive
in
favor
of
a
person
that
gives
value
in
reliance
on
the
grant
without
knowledge
to
the
contrary
,
except
to
the
extent
that
when
the
person
gives
value,
any
of
the
following
applies:
a.
The
statement
has
been
canceled
or
restrictively
amended
under
subsection
2
and
a
certified
copy
of
the
cancellation
or
restrictive
amendment
has
been
recorded
in
the
office
for
recording
transfers
of
the
real
property
.
b.
A
limitation
on
the
grant
is
contained
in
another
statement
of
authority
that
became
effective
after
the
statement
containing
the
grant
became
effective,
and
a
certified
copy
of
the
later
-effective
statement
is
recorded
in
the
office
for
recording
transfers
of
the
real
property
.
7.
Subject
to
subsection
3
,
if
a
certified
copy
of
an
effective
statement
containing
a
limitation
on
the
authority
to
transfer
real
property
held
in
the
name
of
a
limited
liability
company
is
recorded
in
the
office
for
recording
transfers
of
that
real
property
,
all
persons
are
deemed
to
know
of
the
limitation.
8.
Subject
to
subsection
9
,
an
effective
statement
of
dissolution
or
a
statement
of
termination
is
a
cancellation
of
any
filed
statement
of
authority
for
the
purposes
of
subsection
6
and
is
a
limitation
on
authority
for
the
purposes
of
subsection
7
.
9.
After
a
statement
of
dissolution
becomes
effective,
a
limited
liability
company
may
deliver
to
the
secretary
of
state
for
filing
and,
if
appropriate,
the
secretary
of
state
may
record
a
statement
of
authority
that
is
designated
as
a
post-dissolution
statement
of
authority
.
The
statement
operates
as
provided
in
subsections
6
and
7
.
10.
A
statement
of
authority
filed
by
the
secretary
of
state
under
section
489.206,
subsection
1
,
is
effective
until
amended
or
canceled
as
provided
in
subsection
2
,
unless
an
earlier
cancellation
date
is
specified
in
the
statement.
11.
An
effective
statement
of
denial
operates
as
a
restrictive
amendment
under
this
section
and
may
be
recorded
by
certified
copy
for
purposes
of
subsection
6
,
paragraph
“a”
.
2008
Acts,
ch
1162,
§28,
155
;
2009
Acts,
ch
41,
§144,
145
;
2010
Acts,
ch
1100,
§11,
12
;
2013
Acts,
ch
108,
§2
;
2023
Acts,
ch
152,
§33,
161
;
2024
Acts,
ch
1125,
§13,
31
Referred
to
in
§489.103
,
489.407A
489.303
Statement
of
denial.
A
person
named
in
a
filed
statement
of
authority
granting
that
person
authority
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
denial
that
does
all
of
the
following:
1.
P
rovides
the
name
of
the
limited
liability
company
and
the
caption
of
the
statement
of
authority
to
which
the
statement
of
denial
pertains.
2.
Denies
the
grant
of
authority
.
3.
Certifies
to
the
secretary
of
state
that
the
person
denying
authority
has
sent
a
copy
of
T
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Dec
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2025
Iowa
Code
2026,
Chapter
489
(303,
2)

25
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.403
the
statement
of
denial
to
the
limited
liability
company
,
including
the
date
on
which
the
copy
was
sent.
2008
Acts,
ch
1162,
§29,
155
;
2010
Acts,
ch
1100,
§13
Referred
to
in
§489.203
489.304
Liability
of
members
and
managers.
1.
A
debt,
obligation,
or
other
liability
of
a
limited
liability
company
is
solely
the
debt,
obligation,
or
other
liability
of
the
company
.
A
member
or
manager
is
not
personally
liable,
directly
or
indirectly
,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
the
company
solely
by
reason
of
being
or
acting
as
a
member
or
manager
.
This
subsection
applies
regardless
of
the
dissolution
of
the
company
.
2.
The
failure
of
a
limited
liability
company
to
observe
formalities
relating
to
the
exercise
of
its
powers
or
management
of
its
activities
and
affairs
is
not
a
ground
for
imposing
liability
on
a
member
or
manager
for
a
debt,
obligation,
or
other
liability
of
the
company
.
2008
Acts,
ch
1162,
§30,
155
;
2023
Acts,
ch
152,
§34,
161
Referred
to
in
§421.26
,
422.16
,
489.702
489.305
through
489.400
Reserved.
SUBCHAPTER
IV
RELA
TIONS
OF
MEMBERS
TO
EACH
OTHER
AND
TO
LIMITED
LIABILITY
COMP
ANY
489.401
Becoming
member
.
1.
If
a
limited
liability
company
is
to
have
only
one
member
upon
formation,
the
person
becomes
a
member
as
agreed
by
that
person
and
the
organizer
of
the
company
.
That
person
and
the
organizer
may
be,
but
need
not
be,
different
persons.
If
different,
the
organizer
acts
on
behalf
of
the
initial
member
.
2.
If
a
limited
liability
company
is
to
have
more
than
one
member
upon
formation,
those
persons
become
members
as
agreed
by
the
persons
before
the
formation
of
the
company
.
The
organizer
acts
on
behalf
of
the
persons
in
forming
the
company
and
may
be,
but
need
not
be,
one
of
the
persons.
3.
After
formation
of
a
limited
liability
company
,
a
person
becomes
a
member
according
to
any
of
the
following:
a.
As
provided
in
the
operating
agreement.
b.
As
the
result
of
a
transaction
effective
under
subchapter
X
.
c.
W
ith
the
affirmative
vote
or
consent
of
all
the
members.
d.
As
provided
in
section
489.701,
subsection
1
,
paragraph
“c”
.
4.
A
person
may
become
a
member
without
any
of
the
following:
a.
Acquiring
a
transferable
interest.
b.
Making
or
being
obligated
to
make
a
contribution
to
the
limited
liability
company
.
2008
Acts,
ch
1162,
§31,
155
;
2009
Acts,
ch
41,
§146
;
2023
Acts,
ch
152,
§35,
161
Referred
to
in
§489.102
,
489.109
489.402
F
orm
of
contribution.
A
contribution
may
consist
of
property
transferred
to
,
services
performed
for
,
or
another
benefit
provided
to
the
limited
liability
company
or
an
agreement
to
transfer
property
to
,
perform
services
for
,
or
provide
another
benefit
to
the
company
.
2008
Acts,
ch
1162,
§32,
155
;
2023
Acts,
ch
152,
§36,
161
Referred
to
in
§489.102
489.403
Liability
for
contributions.
1.
A
person
’s
obligation
to
make
a
contribution
to
a
limited
liability
company
is
not
excused
by
the
person
’s
death,
disability
,
termination,
or
other
inability
to
perform
personally
.
2.
If
a
person
does
not
fulfill
an
obligation
to
make
a
contribution
other
than
money
,
the
T
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Dec
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2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.403,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
26
person
is
obligated
at
the
option
of
the
limited
liability
company
to
contribute
money
equal
to
the
value
of
the
part
of
the
contribution
which
has
not
been
made.
3.
The
obligation
of
a
person
to
make
a
contribution
may
be
compromised
only
by
the
affirmative
vote
or
consent
of
all
the
members.
If
a
creditor
of
a
limited
liability
company
extends
credit
or
otherwise
acts
in
reliance
on
an
obligation
described
in
subsection
1
without
knowledge
or
notice
of
a
compromise
under
this
subsection
,
the
creditor
may
enforce
the
obligation.
4.
An
operating
agreement
may
provide
that
the
interest
of
any
member
who
fails
to
make
a
contribution
that
the
member
is
obligated
to
make
is
subject
to
specified
penalties
for
,
or
specified
consequences
of,
such
failure.
The
penalty
or
consequence
may
take
the
form
of
reducing
or
eliminating
the
defaulting
member
’s
proportionate
interest
in
a
limited
liability
company
,
subordinating
the
member
’s
interest
to
that
of
a
nondefaulting
member
,
a
forced
sale
of
the
member
’s
interest,
forfeiture
of
the
member
’s
interest,
the
lending
by
other
members
of
the
amount
necessary
to
meet
the
member
’s
commitment,
a
fixing
of
the
value
of
the
member
’s
interest
by
appraisal
or
by
formula
and
redemption,
or
sale
of
the
member
’s
interest
at
such
value
or
other
penalty
or
consequence.
2008
Acts,
ch
1162,
§33,
155
;
2023
Acts,
ch
152,
§37,
161
Referred
to
in
§489.502
489.404
Sharing
of
and
right
to
distributions
before
dissolution.
1.
Any
distribution
made
by
a
limited
liability
company
before
its
dissolution
and
winding
up
must
be
in
equal
shares
among
members
and
persons
dissociated
as
members,
except
to
the
extent
necessary
to
comply
with
a
transfer
effective
under
section
489.502
and
any
charging
order
in
effect
under
section
489.503
.
2.
A
person
has
a
right
to
a
distribution
before
the
dissolution
and
winding
up
of
a
limited
liability
company
only
if
the
limited
liability
company
decides
to
make
an
interim
distribution.
A
person
’s
dissociation
does
not
entitle
the
person
to
a
distribution.
3.
A
person
does
not
have
a
right
to
demand
or
receive
a
distribution
from
a
limited
liability
company
in
any
form
other
than
money
.
Except
as
otherwise
provided
in
section
489.707,
subsection
4
,
a
limited
liability
company
may
distribute
an
asset
in
kind
only
if
each
part
of
the
asset
is
fungible
with
each
other
part
and
each
person
receives
a
percentage
of
the
asset
equal
in
value
to
the
person
’s
share
of
distributions.
4.
If
a
member
or
transferee
becomes
entitled
to
receive
a
distribution,
the
member
or
transferee
has
the
status
of,
and
is
entitled
to
all
remedies
available
to
,
a
creditor
of
the
limited
liability
company
with
respect
to
the
distribution.
However
,
the
company
’s
obligation
to
make
a
distribution
is
subject
to
offset
for
any
amount
owed
to
the
company
by
the
member
or
a
person
dissociated
as
a
member
on
whose
account
the
distribution
is
made.
2008
Acts,
ch
1162,
§34,
155
;
2023
Acts,
ch
152,
§38,
161
489.405
Limitations
on
distribution.
1.
A
limited
liability
company
shall
not
make
a
distribution,
including
a
distribution
under
section
489.707
,
if
after
the
distribution
any
of
the
following
applies:
a.
The
limited
liability
company
would
not
be
able
to
pay
its
debts
as
they
become
due
in
the
ordinary
course
of
the
company
’s
activities
and
affairs.
b.
The
limited
liability
company
’s
total
assets
would
be
less
than
the
sum
of
its
total
liabilities
plus
the
amount
that
would
be
needed,
if
the
company
were
to
be
dissolved
and
wound
up
at
the
time
of
the
distribution,
to
satisfy
the
preferential
rights
upon
dissolution
and
winding
up
of
members
and
transferees
whose
preferential
rights
are
superior
to
the
rights
of
persons
receiving
the
distribution.
2.
A
limited
liability
company
may
base
a
determination
that
a
distribution
is
not
prohibited
under
subsection
1
on
any
of
the
following:
a.
Financial
statements
prepared
on
the
basis
of
accounting
practices
and
principles
that
are
reasonable
in
the
circumstances.
b.
A
fair
valuation
or
other
method
that
is
reasonable
under
the
circumstances.
3.
Except
as
otherwise
provided
in
subsection
5
,
the
effect
of
a
distribution
under
subsection
1
is
measured
as
follows:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

27
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.406
a.
In
the
case
of
a
distribution
as
defined
in
section
489.102,
subsection
5
,
paragraph
“a”
,
as
of
the
earlier
of
any
of
the
following:
(1)
The
date
money
or
other
property
is
transferred
or
debt
is
incurred
by
the
limited
liability
company
.
(2)
The
date
the
person
entitled
to
the
distribution
ceases
to
own
the
interest
or
right
being
acquired
by
the
limited
liability
company
in
return
for
the
distribution.
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
of
the
date
the
indebtedness
is
distributed.
c.
In
all
other
cases
any
of
the
following:
(1)
The
date
the
distribution
is
authorized,
if
the
payment
occurs
not
later
than
one
hundred
twenty
days
after
that
date.
(2)
The
date
the
payment
is
made,
if
the
payment
occurs
more
than
one
hundred
twenty
days
after
the
distribution
is
authorized.
4.
A
limited
liability
company
’s
indebtedness
to
a
member
or
transferee
incurred
by
reason
of
a
distribution
made
in
accordance
with
this
section
is
at
parity
with
the
company
’s
indebtedness
to
its
general,
unsecured
creditors,
except
to
the
extent
subordinated
by
agreement.
5.
A
limited
liability
company
’s
indebtedness,
including
indebtedness
issued
as
a
distribution,
is
not
a
liability
for
purposes
of
subsection
1
if
the
terms
of
the
indebtedness
provide
that
payment
of
principal
and
interest
is
made
only
if
and
to
the
extent
that
payment
of
a
distribution
could
then
be
made
under
this
section
.
If
the
indebtedness
is
issued
as
a
distribution,
each
payment
of
principal
or
interest
is
treated
as
a
distribution,
the
effect
of
which
is
measured
on
the
date
the
payment
is
made.
6.
In
measuring
the
effect
of
a
distribution
under
section
489.707
,
the
liabilities
of
a
dissolved
limited
liability
company
do
not
include
any
claim
that
has
been
disposed
of
under
section
489.704
,
489.705
,
or
489.706
.
2008
Acts,
ch
1162,
§35,
155
;
2023
Acts,
ch
152,
§39,
161
Referred
to
in
§489.105
,
489.406
,
489.408
489.406
Liability
for
improper
distributions.
1.
Except
as
otherwise
provided
in
subsection
2
,
if
a
member
of
a
member
-managed
limited
liability
company
or
a
manager
of
a
manager
-managed
limited
liability
company
consents
to
a
distribution
made
in
violation
of
section
489.405
and
in
consenting
to
the
distribution
fails
to
comply
with
section
489.409
,
the
member
or
manager
is
personally
liable
to
the
company
for
the
amount
of
the
distribution
which
exceeds
the
amount
that
could
have
been
distributed
without
the
violation
of
section
489.405
.
2.
T
o
the
extent
the
operating
agreement
of
a
member
-managed
limited
liability
company
expressly
relieves
a
member
of
the
authority
and
responsibility
to
consent
to
distributions
and
imposes
that
authority
and
responsibility
on
one
or
more
other
members,
the
liability
stated
in
subsection
1
applies
to
the
other
members
and
not
the
member
that
the
operating
agreement
relieves
of
the
authority
and
responsibility
.
3.
A
person
that
receives
a
distribution
knowing
that
the
distribution
violated
section
489.405
is
personally
liable
to
the
limited
liability
company
but
only
to
the
extent
that
the
distribution
received
by
the
person
exceeded
the
amount
that
could
have
been
properly
paid
under
section
489.405
.
4.
A
person
against
which
an
action
is
commenced
because
the
person
is
liable
under
subsection
1
may
do
all
of
the
following:
a.
Implead
any
other
person
that
is
liable
under
subsection
1
and
seek
to
enforce
a
right
of
contribution
from
the
person.
b.
Implead
any
person
that
received
a
distribution
in
violation
of
subsection
3
and
seek
to
enforce
a
right
of
contribution
from
the
person
in
the
amount
the
person
received
in
violation
of
subsection
3
.
5.
An
action
under
this
section
is
barred
unless
commenced
not
later
than
two
years
after
the
distribution.
2008
Acts,
ch
1162,
§36,
155
;
2023
Acts,
ch
152,
§40,
161
Referred
to
in
§489.105
,
489.502
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.407,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
28
489.407
Management
of
limited
liability
company
.
1.
A
limited
liability
company
is
a
member
-managed
limited
liability
company
unless
the
operating
agreement
does
any
of
the
following:
a.
Expressly
provides
that
any
of
the
following
apply:
(1)
The
limited
liability
company
is
or
will
be
“manager
-managed”.
(2)
The
limited
liability
company
is
or
will
be
“managed
by
managers”.
(3)
Management
of
the
limited
liability
company
is
or
will
be
“
vested
in
managers”.
b.
Includes
words
of
similar
import.
2.
In
a
member
-managed
limited
liability
company
,
all
of
the
following
rules
apply:
a.
Except
as
expressly
provided
in
this
chapter
,
the
management
and
conduct
of
the
limited
liability
company
are
vested
in
the
members.
b.
Each
member
has
equal
rights
in
the
management
and
conduct
of
the
limited
liability
company
’s
activities
and
affairs.
c.
A
difference
arising
among
members
as
to
a
matter
in
the
ordinary
course
of
the
activities
and
affairs
of
the
limited
liability
company
may
be
decided
by
a
majority
of
the
members.
d.
The
affirmative
vote
or
consent
of
all
the
members
is
required
to
do
any
of
the
following:
(1)
Sell,
lease,
exchange,
or
otherwise
dispose
of
all,
or
substantially
all,
of
the
limited
liability
company
’s
property
,
with
or
without
good
will,
outside
the
ordinary
course
of
the
company
’s
activities.
(2)
Undertake
an
act
outside
the
ordinary
course
of
the
activities
and
affairs
of
the
limited
liability
company
.
(3)
Approve
a
merger
,
interest
exchange,
conversion,
or
domestication
under
subchapter
X
.
(4)
Amend
the
operating
agreement.
3.
In
a
manager
-managed
limited
liability
company
,
all
of
the
following
rules
apply:
a.
Except
as
expressly
provided
in
this
chapter
,
any
matter
relating
to
the
activities
and
affairs
of
the
limited
liability
company
is
decided
exclusively
by
the
manager
,
or
,
if
there
is
more
than
one
manager
,
by
a
majority
of
the
managers.
b.
Each
manager
has
equal
rights
in
the
management
and
conduct
of
the
activities
and
affairs
of
the
limited
liability
company
.
c.
The
affirmative
vote
or
consent
of
all
members
is
required
to
do
any
of
the
following:
(1)
Sell,
lease,
exchange,
or
otherwise
dispose
of
all,
or
substantially
all,
of
the
limited
liability
company
’s
property
,
with
or
without
goodwill,
outside
the
ordinary
course
of
the
company
’s
activities.
(2)
Undertake
any
other
act
outside
the
ordinary
course
of
the
limited
liability
company
’s
activities
and
affairs.
(3)
Approve
a
merger
,
interest
exchange,
conversion,
or
domestication
under
subchapter
X
.
(4)
Amend
the
operating
agreement.
d.
A
manager
may
be
chosen
at
any
time
by
the
affirmative
vote
or
consent
of
a
majority
of
the
members
and
remains
a
manager
until
a
successor
has
been
chosen,
unless
the
manager
at
an
earlier
time
resigns,
is
removed,
or
dies,
or
,
in
the
case
of
a
manager
that
is
not
an
individual,
terminates.
A
manager
may
be
removed
at
any
time
by
the
affirmative
vote
or
consent
of
a
majority
of
the
members
without
notice
or
cause.
e.
A
person
need
not
be
a
member
to
be
a
manager
,
but
the
dissociation
of
a
member
that
is
also
a
manager
removes
the
person
as
a
manager
.
If
a
person
that
is
both
a
manager
and
a
member
ceases
to
be
a
manager
,
that
cessation
does
not
by
itself
dissociate
the
person
as
a
member
.
f
.
A
person
’s
ceasing
to
be
a
manager
does
not
discharge
any
debt,
obligation,
or
other
liability
to
the
limited
liability
company
or
members
which
the
person
incurred
while
a
manager
.
4.
An
action
requiring
the
vote
or
consent
of
members
under
this
chapter
may
be
taken
without
a
meeting,
and
a
member
may
appoint
a
proxy
or
other
agent
to
vote,
consent,
or
otherwise
act
for
the
member
by
signing
an
appointing
record,
personally
or
by
the
member
’s
agent.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

29
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.408
5.
The
dissolution
of
a
limited
liability
company
does
not
affect
the
applicability
of
this
section
.
However
,
a
person
that
wrongfully
causes
dissolution
of
the
company
loses
the
right
to
participate
in
management
as
a
member
and
a
manager
.
6.
A
limited
liability
company
shall
reimburse
a
member
for
an
advance
to
the
company
beyond
the
amount
of
capital
the
member
agreed
to
contribute.
7.
A
payment
or
advance
made
by
a
member
which
gives
rise
to
a
limited
liability
company
obligation
under
subsection
6
or
section
489.408,
subsection
1
,
constitutes
a
loan
to
the
company
which
accrues
interest
from
the
date
of
the
payment
or
advance.
8.
A
member
is
not
entitled
to
remuneration
for
services
performed
for
a
member
-managed
limited
liability
company
,
except
for
reasonable
compensation
for
services
rendered
in
winding
up
the
activities
of
the
company
.
2008
Acts,
ch
1162,
§37,
155
;
2019
Acts,
ch
26,
§54
;
2023
Acts,
ch
152,
§41,
161
Referred
to
in
§489.102
,
489.408
,
489.702
489.407A
Real
estate
interest
transferred
by
limited
liability
company
or
foreign
limited
liability
company
.
1.
A
transfer
of
an
interest
in
real
estate
situated
in
this
state
held
by
a
limited
liability
company
or
a
registered
foreign
limited
liability
company
authorized
to
do
business
in
this
state
is
subject
to
the
provisions
of
this
section
.
2.
a.
In
a
member
-managed
limited
liability
company
,
a
transfer
of
an
interest
in
real
estate
held
by
the
company
may
be
undertaken
by
any
of
the
following:
(1)
As
provided
in
the
operating
agreement,
or
if
the
operating
agreement
does
not
so
provide,
only
with
the
consent
of
all
members.
(2)
As
provided
in
a
statement
of
authority
filed
by
the
limited
liability
company
with
the
secretary
of
state
and
the
recorder
of
the
county
where
the
real
estate
is
situated
pursuant
to
section
489.302
.
b.
A
requirement
of
paragraph
“a”
is
applicable
to
every
transfer
of
an
interest
in
real
estate
situated
in
this
state
held
by
a
member
-managed
limited
liability
company
,
whether
or
not
the
transfer
is
in
the
ordinary
course
of
the
company
’s
business.
3.
a.
In
a
manager
-managed
limited
liability
company
,
a
transfer
of
an
interest
in
real
estate
held
by
the
company
may
be
undertaken
by
any
of
the
following:
(1)
As
provided
in
the
operating
agreement,
or
if
the
operating
agreement
does
not
so
provide,
only
with
the
consent
of
a
majority
of
all
managers.
(2)
As
provided
in
a
statement
of
authority
filed
by
the
limited
liability
company
with
the
secretary
of
state
and
the
recorder
of
the
county
where
the
real
estate
is
situated
pursuant
to
section
489.302
.
b.
A
requirement
in
paragraph
“a”
is
applicable
to
every
transfer
of
an
interest
in
real
estate
situated
in
this
state
held
by
a
manager
-managed
limited
liability
company
,
whether
or
not
the
transfer
is
in
the
ordinary
course
of
the
company
’s
business.
2013
Acts,
ch
108,
§4
;
2023
Acts,
ch
152,
§42,
161
489.408
Reimbursement,
indemnification,
advancement,
and
insurance.
1.
A
limited
liability
company
shall
reimburse
a
member
of
a
member
-managed
limited
liability
company
or
the
manager
of
a
manager
-managed
limited
liability
company
for
any
payment
made
by
the
member
or
manager
in
the
course
of
the
member
’s
or
manager
’s
activities
on
behalf
of
the
company
,
if
the
member
or
manager
complied
with
sections
489.405
,
489.407
,
and
489.409
in
making
the
payment.
2.
A
limited
liability
company
shall
indemnify
and
hold
harmless
a
person
with
respect
to
any
claim
or
demand
against
the
person
and
any
debt,
obligation,
or
other
liability
incurred
by
the
person
by
reason
of
the
person
’s
former
or
present
capacity
as
a
member
or
manager
,
if
the
claim,
demand,
debt,
obligation,
or
other
liability
does
not
arise
from
the
person
’s
breach
of
section
489.405
,
489.407
,
or
489.409
.
3.
In
the
ordinary
course
of
its
activities
and
affairs,
a
limited
liability
company
may
advance
reasonable
expenses,
including
attorney
’s
fees
and
costs,
incurred
by
a
person
in
connection
with
a
claim
or
demand
against
the
person
by
reason
of
the
person
’s
former
or
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.408,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
30
present
capacity
as
a
member
or
manager
,
if
the
person
promises
to
repay
the
company
if
the
person
ultimately
is
determined
not
to
be
entitled
to
be
indemnified
under
subsection
2
.
4.
A
limited
liability
company
may
purchase
and
maintain
insurance
on
behalf
of
a
member
or
manager
against
liability
asserted
against
or
incurred
by
the
member
or
manager
in
that
capacity
or
arising
from
that
status
even
if,
under
section
489.105,
subsection
3
,
paragraph
“g”
,
the
operating
agreement
could
not
eliminate
or
limit
the
person
’s
liability
to
the
company
for
the
conduct
giving
rise
to
the
liability
.
2008
Acts,
ch
1162,
§38,
155
;
2023
Acts,
ch
152,
§43,
161
Referred
to
in
§489.105
,
489.407
489.409
Standards
of
conduct
for
members
and
managers.
1.
A
member
of
a
member
-managed
limited
liability
company
owes
to
the
company
and,
subject
to
section
489.801,
subsection
2
,
the
other
members
the
fiduciary
duties
of
loyalty
and
care
stated
in
subsections
2
and
3
.
2.
The
fiduciary
duty
of
loyalty
of
a
member
in
a
member
-managed
limited
liability
company
includes
all
of
the
following
duties:
a.
T
o
account
to
the
limited
liability
company
and
to
hold
as
trustee
for
it
any
property
,
profit,
or
benefit
derived
by
the
member
regarding
any
of
the
following:
(1)
In
the
conduct
or
winding
up
of
the
limited
liability
company
’s
activities
and
affairs.
(2)
From
a
use
by
the
member
of
the
limited
liability
company
’s
property
.
(3)
From
the
appropriation
of
a
limited
liability
company
opportunity
.
b.
T
o
refrain
from
dealing
with
the
limited
liability
company
in
the
conduct
or
winding
up
of
the
company
’s
activities
and
affairs
as
or
on
behalf
of
a
person
having
an
interest
adverse
to
the
company
.
c.
T
o
refrain
from
competing
with
the
limited
liability
company
in
the
conduct
of
the
company
’s
activities
and
affairs
before
the
dissolution
of
the
company
.
3.
The
duty
of
care
of
a
member
of
a
member
-managed
limited
liability
company
in
the
conduct
or
winding
up
of
the
company
’s
activities
and
affairs
is
to
refrain
from
engaging
in
grossly
negligent
or
reckless
conduct,
willful
or
intentional
misconduct,
or
knowing
violation
of
law
.
4.
A
member
shall
discharge
the
duties
and
obligations
under
this
chapter
or
under
the
operating
agreement
and
exercise
any
rights
consistently
with
the
contractual
obligation
of
good
faith
and
fair
dealing.
5.
A
member
does
not
violate
a
duty
or
obligation
under
this
chapter
or
under
the
operating
agreement
solely
because
the
member
’s
conduct
furthers
the
member
’s
own
interest.
6.
All
the
members
of
a
member
-managed
limited
liability
company
or
a
manager
-managed
limited
liability
company
may
authorize
or
ratify
,
after
full
disclosure
of
all
material
facts,
a
specific
act
or
transaction
that
otherwise
would
violate
the
duty
of
loyalty
.
7.
It
is
a
defense
to
a
claim
under
subsection
2
,
paragraph
“b”
,
and
any
comparable
claim
in
equity
or
at
common
law
that
the
transaction
was
fair
to
the
limited
liability
company
.
8.
If,
as
permitted
by
subsection
6
or
subsection
9
,
paragraph
“
f
”
,
or
the
operating
agreement,
a
member
enters
into
a
transaction
with
the
limited
liability
company
which
otherwise
would
be
prohibited
by
subsection
2
,
paragraph
“b”
,
the
member
’s
rights
and
obligations
arising
from
the
transaction
are
the
same
as
those
of
a
person
that
is
not
a
member
.
9.
In
a
manager
-managed
limited
liability
company
,
all
of
the
following
rules
apply:
a.
Subsections
1,
2,
3,
and
7
apply
to
the
manager
or
managers
and
not
the
members.
b.
The
duty
stated
under
subsection
2
,
paragraph
“c”
,
continues
until
winding
up
is
completed.
c.
Subsection
4
applies
to
managers
and
members.
d.
Subsection
5
applies
only
to
members.
e.
The
power
to
ratify
under
subsection
6
may
be
exercised
only
by
the
members.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

31
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.410
f
.
Subject
to
subsection
4
,
a
member
does
not
have
any
duty
to
the
limited
liability
company
or
to
any
other
member
solely
by
reason
of
being
a
member
.
2008
Acts,
ch
1162,
§39,
155
;
2023
Acts,
ch
152,
§44,
161
Referred
to
in
§489.105
,
489.406
,
489.408
,
489.602
,
489.603
489.410
Rights
to
information
of
member
,
manager
,
and
person
dissociated
as
member
.
1.
In
a
member
-managed
limited
liability
company
,
all
of
the
following
rules
apply:
a.
On
reasonable
notice,
a
member
may
inspect
and
copy
during
regular
business
hours,
at
a
reasonable
location
specified
by
the
limited
liability
company
,
any
record
maintained
by
the
company
regarding
the
company
’s
activities,
affairs,
financial
condition,
and
other
circumstances,
to
the
extent
the
information
is
material
to
the
member
’s
rights
and
duties
under
the
operating
agreement
or
this
chapter
.
b.
The
limited
liability
company
shall
furnish
to
each
member
all
of
the
following:
(1)
W
ithout
demand,
any
information
concerning
the
limited
liability
company
’s
activities,
affairs,
financial
condition,
and
other
circumstances
which
the
company
knows
and
is
material
to
the
proper
exercise
of
the
member
’s
rights
and
duties
under
the
operating
agreement
or
this
chapter
,
except
to
the
extent
the
company
can
establish
that
it
reasonably
believes
the
member
already
knows
the
information.
(2)
On
demand,
any
other
information
concerning
the
limited
liability
company
’s
activities,
affairs,
financial
condition,
and
other
circumstances,
except
to
the
extent
the
demand
for
the
information
demanded
is
unreasonable
or
otherwise
improper
under
the
circumstances.
c.
The
duty
to
furnish
information
under
paragraph
“b”
also
applies
to
each
member
to
the
extent
the
member
knows
any
of
the
information
described
in
paragraph
“b”
.
2.
In
a
manager
-managed
limited
liability
company
,
all
of
the
following
rules
apply:
a.
The
informational
rights
stated
in
subsection
1
and
the
duty
stated
in
subsection
1
,
paragraph
“c”
,
apply
to
the
managers
and
not
the
members.
b.
During
regular
business
hours
and
at
a
reasonable
location
specified
by
the
limited
liability
company
,
a
member
may
inspect
and
copy
information
regarding
the
activities,
affairs,
financial
condition,
and
other
circumstances
of
the
company
as
is
just
and
reasonable
if
all
of
the
following
apply:
(1)
The
member
seeks
the
information
for
a
purpose
reasonably
related
to
the
member
’s
interest
as
a
member
.
(2)
The
member
makes
a
demand
in
a
record
received
by
the
limited
liability
company
,
describing
with
reasonable
particularity
the
information
sought
and
the
purpose
for
seeking
the
information.
(3)
The
information
sought
is
directly
connected
to
the
member
’s
purpose.
c.
Not
later
than
ten
days
after
receiving
a
demand
pursuant
to
paragraph
“b”
,
subparagraph
(2),
the
limited
liability
company
shall
inform
in
a
record
the
member
that
made
the
demand
that
includes
all
of
the
following:
(1)
What
information
the
limited
liability
company
will
provide
in
response
to
the
demand
and
when
and
where
the
company
will
provide
the
information.
(2)
The
limited
liability
company
’s
reasons
for
declining,
if
the
company
declines
to
provide
any
demanded
information.
d.
Whenever
this
chapter
or
an
operating
agreement
provides
for
a
member
to
vote
on
or
give
or
withhold
consent
to
a
matter
,
before
the
vote
is
cast
or
consent
is
given
or
withheld,
the
limited
liability
company
shall,
without
demand,
provide
the
member
with
all
information
that
is
known
to
the
company
and
is
material
to
the
member
’s
decision.
3.
Subject
to
subsection
8
,
on
ten
days’
demand
made
in
a
record
received
by
a
limited
liability
company
,
a
person
dissociated
as
a
member
may
have
access
to
the
information
to
which
the
person
was
entitled
while
a
member
if
all
of
the
following
apply:
a.
The
information
pertains
to
the
period
during
which
the
person
was
a
member
.
b.
The
person
seeks
the
information
in
good
faith.
c.
The
person
satisfies
the
requirements
imposed
on
a
member
by
subsection
2
,
paragraph
“b”
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.410,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
32
4.
A
limited
liability
company
shall
respond
to
a
demand
made
pursuant
to
subsection
3
in
the
manner
provided
in
subsection
2
,
paragraph
“c”
.
5.
A
limited
liability
company
may
charge
a
person
that
makes
a
demand
under
this
section
the
reasonable
costs
of
copying,
limited
to
the
costs
of
labor
and
material.
6.
A
member
or
person
dissociated
as
a
member
may
exercise
the
rights
under
this
section
through
an
agent
or
,
in
the
case
of
an
individual
under
legal
disability
,
a
legal
representative.
Any
restriction
or
condition
imposed
by
the
operating
agreement
or
under
subsection
8
applies
both
to
the
agent
or
legal
representative
and
to
the
member
or
person
dissociated
as
a
member
.
7.
Subject
to
section
489.504
,
the
rights
under
this
section
do
not
extend
to
a
person
as
transferee.
8.
In
addition
to
any
restriction
or
condition
stated
in
its
operating
agreement,
a
limited
liability
company
,
as
a
matter
within
the
ordinary
course
of
its
activities
and
affairs,
may
impose
reasonable
restrictions
and
conditions
on
access
to
and
use
of
information
to
be
furnished
under
this
section
,
including
designating
information
confidential
and
imposing
nondisclosure
and
safeguarding
obligations
on
the
recipient.
In
a
dispute
concerning
the
reasonableness
of
a
restriction
under
this
subsection
,
the
company
has
the
burden
of
proving
reasonableness.
2008
Acts,
ch
1162,
§40,
155
;
2023
Acts,
ch
152,
§45,
161
Referred
to
in
§489.105
,
489.504
,
489.805
,
489.14305
489.411
through
489.500
Reserved.
SUBCHAPTER
V
TRANSFERABLE
INTERESTS
AND
RIGHTS
OF
TRANSFEREES
AND
CREDITORS
489.501
Nature
of
transferable
interest.
A
transferable
interest
is
personal
property
.
2008
Acts,
ch
1162,
§41,
155
489.502
T
ransfer
of
transferable
interest.
1.
Subject
to
section
489.503,
subsection
6
,
for
a
transfer
,
in
whole
or
in
part,
all
of
the
following
applies
to
a
transferable
interest:
a.
It
is
permissible.
b.
It
does
not
by
itself
cause
a
person
’s
dissociation
as
a
member
or
a
dissolution
and
winding
up
of
the
limited
liability
company
’s
activities
and
affairs.
c.
Subject
to
section
489.504
,
it
does
not
entitle
the
transferee
to
do
any
of
the
following:
(1)
P
articipate
in
the
management
or
conduct
of
the
limited
liability
company
’s
activities
and
affairs.
(2)
Except
as
otherwise
provided
in
subsection
3
,
have
access
to
records
or
other
information
concerning
the
limited
liability
company
’s
activities
and
affairs.
2.
A
transferee
has
the
right
to
receive,
in
accordance
with
the
transfer
,
distributions
to
which
the
transferor
would
otherwise
be
entitled.
3.
In
a
dissolution
and
winding
up
of
a
limited
liability
company
,
a
transferee
is
entitled
to
an
account
of
the
company
’s
transactions
only
from
the
date
of
dissolution.
4.
A
transferable
interest
may
be
evidenced
by
a
certificate
of
the
interest
issued
by
a
limited
liability
company
in
a
record,
and,
subject
to
this
section
,
the
interest
represented
by
the
certificate
may
be
transferred
by
a
transfer
of
the
certificate.
5.
A
limited
liability
company
need
not
give
effect
to
a
transferee’s
rights
under
this
section
until
the
company
knows
or
has
notice
of
the
transfer
.
6.
A
transfer
of
a
transferable
interest
in
violation
of
a
restriction
on
transfer
contained
in
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

33
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.504
the
operating
agreement
is
ineffective
if
the
intended
transferee
has
knowledge
or
notice
of
the
restriction
at
the
time
of
transfer
.
7.
Except
as
otherwise
provided
in
section
489.602,
subsection
5
,
paragraph
“b”
,
if
a
member
transfers
a
transferable
interest,
the
transferor
retains
the
rights
of
a
member
other
than
the
transferable
interest
transferred
and
retains
all
duties
and
obligations
of
a
member
.
8.
If
a
member
transfers
a
transferable
interest
to
a
person
that
becomes
a
member
with
respect
to
the
transferred
interest,
the
transferee
is
liable
for
the
member
’s
obligations
under
sections
489.403
and
489.406
known
to
the
transferee
when
the
transferee
becomes
a
member
.
2008
Acts,
ch
1162,
§42,
155
;
2023
Acts,
ch
152,
§46,
161
Referred
to
in
§489.404
,
489.503
,
489.504
489.503
Charging
order
.
1.
On
application
by
a
judgment
creditor
of
a
member
or
transferee,
a
court
may
enter
a
charging
order
against
the
transferable
interest
of
the
judgment
debtor
for
the
unsatisfied
amount
of
the
judgment.
Except
as
otherwise
provided
in
subsection
6
,
a
charging
order
constitutes
a
lien
on
a
judgment
debtor
’s
transferable
interest
and
requires
the
limited
liability
company
to
pay
over
to
the
person
to
which
the
charging
order
was
issued
any
distribution
that
otherwise
would
be
paid
to
the
judgment
debtor
.
2.
T
o
the
extent
necessary
to
effectuate
the
collection
of
distributions
pursuant
to
a
charging
order
in
effect
under
subsection
1
,
the
court
may
do
all
of
the
following:
a.
Appoint
a
receiver
of
the
distributions
subject
to
the
charging
order
,
with
the
power
to
make
all
inquiries
the
judgment
debtor
might
have
made.
b.
Make
all
other
orders
necessary
to
give
effect
to
the
charging
order
.
3.
Upon
a
showing
that
distributions
under
a
charging
order
will
not
pay
the
judgment
debt
within
a
reasonable
time,
the
court
may
foreclose
the
lien
and
order
the
sale
of
the
transferable
interest.
Except
as
otherwise
provided
in
subsection
6
,
the
purchaser
at
the
foreclosure
sale
obtains
only
the
transferable
interest,
does
not
thereby
become
a
member
,
and
is
subject
to
section
489.502
.
4.
At
any
time
before
foreclosure
under
subsection
3
,
the
member
or
transferee
whose
transferable
interest
is
subject
to
a
charging
order
under
subsection
1
may
extinguish
the
charging
order
by
satisfying
the
judgment
and
filing
a
certified
copy
of
the
satisfaction
with
the
court
that
issued
the
charging
order
.
5.
At
any
time
before
foreclosure
under
subsection
3
,
a
limited
liability
company
or
one
or
more
members
whose
transferable
interests
are
not
subject
to
the
charging
order
may
pay
to
the
judgment
creditor
the
full
amount
due
under
the
judgment
and
thereby
succeed
to
the
rights
of
the
judgment
creditor
,
including
the
charging
order
.
6.
If
a
court
orders
foreclosure
of
a
charging
order
lien
against
the
sole
member
of
a
limited
liability
company
all
of
the
following
apply:
a.
The
court
shall
confirm
the
sale.
b.
The
purchaser
at
the
sale
obtains
the
member
’s
entire
interest,
not
only
the
member
’s
transferable
interest.
c.
The
purchaser
thereby
becomes
a
member
.
d.
The
person
whose
interest
was
subject
to
the
foreclosed
charging
order
is
dissociated
as
a
member
.
7.
This
chapter
does
not
deprive
any
member
or
transferee
of
the
benefit
of
any
exemption
law
applicable
to
the
transferable
interest
of
the
member
or
transferee.
8.
This
section
provides
the
exclusive
remedy
by
which
a
person
seeking
in
the
capacity
of
judgment
creditor
to
enforce
a
judgment
against
a
member
or
transferee
may
satisfy
the
judgment
from
the
judgment
debtor
’s
transferable
interest.
2008
Acts,
ch
1162,
§43,
155
;
2023
Acts,
ch
152,
§47,
161
Referred
to
in
§489.107
,
489.404
,
489.502
,
489.602
,
489.707
,
489.14403
489.504
P
ower
of
personal
representative
of
deceased
member
.
If
a
member
dies,
the
deceased
member
’s
legal
representative
may
exercise
all
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.504,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
34
1.
The
rights
of
a
transferee
provided
in
section
489.502,
subsection
3
.
2.
F
or
the
purposes
of
settling
the
estate,
the
rights
the
deceased
member
had
under
section
489.410
.
2008
Acts,
ch
1162,
§44,
155
;
2023
Acts,
ch
152,
§48,
161
Referred
to
in
§489.410
,
489.502
,
489.603
,
489.14305
489.505
through
489.600
Reserved.
SUBCHAPTER
VI
DISSOCIA
TION
Referred
to
in
§489.14107
489.601
P
ower
to
dissociate
as
a
member
—
wrongful
dissociation.
1.
A
person
has
the
power
to
dissociate
as
a
member
at
any
time,
rightfully
or
wrongfully
,
by
withdrawing
as
a
member
by
express
will
under
section
489.602,
subsection
1
.
2.
A
person
’s
dissociation
as
a
member
is
wrongful
only
if
any
of
the
following
applies
to
the
dissociation:
a.
It
is
in
breach
of
an
express
provision
of
the
operating
agreement.
b.
It
occurs
before
the
completion
of
the
winding
up
of
the
limited
liability
company
and
any
of
the
following
applies:
(1)
The
person
withdraws
as
a
member
by
express
will.
(2)
The
person
is
expelled
as
a
member
by
judicial
order
under
section
489.602,
subsection
6
.
(3)
The
person
is
dissociated
under
section
489.602,
subsection
8
.
(4)
In
the
case
of
a
person
that
is
not
a
trust
other
than
a
business
trust,
an
estate,
or
an
individual,
the
person
is
expelled
or
otherwise
dissociated
as
a
member
because
it
willfully
dissolved
or
terminated.
3.
A
person
that
wrongfully
dissociates
as
a
member
is
liable
to
the
limited
liability
company
and,
subject
to
section
489.801
,
to
the
other
members
for
damages
caused
by
the
dissociation.
The
liability
is
in
addition
to
any
debt,
obligation,
or
other
liability
of
the
member
to
the
company
or
the
other
members.
2008
Acts,
ch
1162,
§45,
155
;
2023
Acts,
ch
152,
§49,
161
489.602
Events
causing
dissociation.
A
person
is
dissociated
as
a
member
when
any
of
the
following
applies:
1.
The
limited
liability
company
knows
or
has
notice
of
the
person
’s
express
will
to
withdraw
as
a
member
,
but,
if
the
person
specified
a
withdrawal
date
later
than
the
date
the
limited
liability
company
knew
or
had
notice,
on
that
later
date.
2.
An
event
stated
in
the
operating
agreement
as
causing
the
person
’s
dissociation
occurs.
3.
The
person
’s
entire
interest
is
transferred
in
a
foreclosure
sale
under
section
489.503,
subsection
6
.
4.
The
person
is
expelled
as
a
member
pursuant
to
the
operating
agreement.
5.
The
person
is
expelled
as
a
member
by
the
affirmative
vote
or
consent
of
all
the
other
members
if
any
of
the
following
apply:
a.
It
is
unlawful
to
carry
on
the
limited
liability
company
’s
activities
and
affairs
with
the
person
as
a
member
.
b.
There
has
been
a
transfer
of
all
the
person
’s
transferable
interest
in
the
limited
liability
company
,
other
than
any
of
the
following:
(1)
A
transfer
for
security
purposes.
(2)
A
charging
order
in
effect
under
section
489.503
which
has
not
been
foreclosed.
c.
The
person
is
an
entity
and
all
of
the
following
apply:
(1)
The
limited
liability
company
notifies
the
person
that
it
will
be
expelled
as
a
member
because
the
person
has
filed
a
statement
of
dissolution
or
the
equivalent,
the
person
has
been
administratively
dissolved,
the
person
’s
charter
or
the
equivalent
has
been
revoked,
or
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

35
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.603
the
person
’s
right
to
conduct
business
has
been
suspended
by
the
person
’s
jurisdiction
of
formation.
(2)
Not
later
than
ninety
days
after
the
notification,
the
statement
of
dissolution
or
the
equivalent
has
not
been
withdrawn,
rescinded,
or
revoked,
the
person
has
not
been
reinstated,
or
the
person
’s
charter
or
the
equivalent
or
right
to
conduct
business
has
not
been
reinstated.
d.
The
person
is
an
unincorporated
entity
that
has
been
dissolved
and
whose
activities
and
affairs
are
being
wound
up.
6.
On
application
by
the
limited
liability
company
or
a
member
in
a
direct
action
under
section
489.801
,
the
person
is
expelled
as
a
member
by
judicial
order
because
any
of
the
following
apply:
a.
The
person
has
engaged
or
is
engaging
in
wrongful
conduct
that
has
affected
adversely
and
materially
,
or
will
affect
adversely
and
materially
,
the
company
’s
activities
and
affairs.
b.
The
person
has
committed
willfully
or
persistently
,
or
is
committing
willfully
or
persistently
,
a
material
breach
of
the
operating
agreement
or
a
duty
or
obligation
under
section
489.409
.
c.
The
person
has
engaged
or
is
engaging
in
conduct
relating
to
the
limited
liability
company
’s
activities
and
affairs
which
makes
it
not
reasonably
practicable
to
carry
on
the
activities
and
affairs
with
the
person
as
a
member
.
7.
In
the
case
of
an
individual
any
of
the
following
apply:
a.
The
individual
dies.
b.
In
a
member
-managed
limited
liability
company
any
of
the
following
apply:
(1)
A
guardian
or
general
conservator
for
the
individual
is
appointed.
(2)
A
court
orders
that
the
individual
has
otherwise
become
incapable
of
performing
the
individual’s
duties
as
a
member
under
this
chapter
or
the
operating
agreement.
8.
In
a
member
-managed
limited
liability
company
,
any
of
the
following
apply:
a.
The
person
becomes
a
debtor
in
bankruptcy
.
b.
The
person
signs
an
assignment
for
the
benefit
of
creditors.
c.
The
person
seeks,
consents
to
,
or
acquiesces
in
the
appointment
of
a
trustee,
receiver
,
or
liquidator
of
the
person
or
of
all
or
substantially
all
the
person
’s
property
.
9.
In
the
case
of
a
person
that
is
a
testamentary
or
inter
vivos
trust
or
is
acting
as
a
member
by
virtue
of
being
a
trustee
of
such
a
trust,
the
trust’s
entire
transferable
interest
in
the
limited
liability
company
is
distributed.
10.
In
the
case
of
a
person
that
is
an
estate
or
is
acting
as
a
member
by
virtue
of
being
a
personal
representative
of
an
estate,
the
estate’s
entire
transferable
interest
in
the
limited
liability
company
is
distributed.
11.
In
the
case
of
a
person
that
is
not
an
individual,
the
existence
of
the
person
terminates.
12.
The
limited
liability
company
participates
in
a
merger
under
subchapter
X
and
any
of
the
following
apply:
a.
The
limited
liability
company
is
not
the
surviving
entity
.
b.
Otherwise
as
a
result
of
the
merger
,
the
person
ceases
to
be
a
member
.
13.
The
limited
liability
company
participates
in
an
interest
exchange
under
subchapter
X
and,
as
a
result
of
the
interest
exchange,
the
person
ceases
to
be
a
member
.
14.
The
limited
liability
company
participates
in
a
conversion
under
subchapter
X
.
15.
The
limited
liability
company
participates
in
a
domestication
under
subchapter
X
and,
as
a
result
of
the
domestication,
the
person
ceases
to
be
a
member
.
16.
The
limited
liability
company
dissolves
and
completes
winding
up.
2008
Acts,
ch
1162,
§46,
155
;
2023
Acts,
ch
152,
§50,
161
Referred
to
in
§489.102
,
489.502
,
489.601
489.603
Effect
of
dissociation.
1.
If
a
person
is
dissociated
as
a
member
,
all
of
the
following
apply:
a.
The
person
’s
right
to
participate
as
a
member
in
the
management
and
conduct
of
the
limited
liability
company
’s
activities
and
affairs
terminates.
b.
The
person
’s
duties
and
obligations
under
section
489.409
as
a
member
end
with
regard
to
matters
arising
and
events
occurring
after
the
person
’s
dissociation.
c.
Subject
to
section
489.504
and
subchapter
X
,
any
transferable
interest
owned
by
the
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.603,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
36
person
in
the
person
’s
capacity
as
a
member
immediately
before
dissociation
is
owned
by
the
person
solely
as
a
transferee.
2.
A
person
’s
dissociation
as
a
member
of
a
limited
liability
company
does
not
of
itself
discharge
the
person
from
any
debt,
obligation,
or
other
liability
to
the
company
or
the
other
members
which
the
person
incurred
while
a
member
.
2008
Acts,
ch
1162,
§47,
155
;
2023
Acts,
ch
152,
§51,
161
Referred
to
in
§489.102
489.604
Member
’s
power
to
dissociate
under
certain
circumstances.
1.
If
the
certificate
of
organization
or
an
operating
agreement
does
not
specify
the
time
or
the
events
upon
the
happening
of
which
a
member
may
dissociate
from
a
limited
liability
company
,
a
member
may
dissociate
from
the
company
in
the
event
any
amendment
to
the
certificate
of
organization
or
operating
agreement
that
is
adopted
over
the
member
’s
written
dissent
adversely
affects
the
rights
or
preferences
of
the
dissenting
member
’s
transferable
interest
in
any
of
the
ways
described
in
paragraphs
“a”
through
“
f
”
.
A
dissociation
in
the
event
of
such
dissent
and
adverse
effect
is
deemed
to
have
occurred
as
of
the
effective
date
of
the
amendment,
if
the
member
gives
notice
to
the
company
not
more
than
sixty
days
after
the
date
of
the
amendment.
In
valuing
the
member
’s
distribution
pursuant
to
this
subsection
,
any
depreciation
in
anticipation
of
the
amendment
shall
be
excluded.
An
amendment
that
does
any
of
the
following
is
subject
to
this
section
:
a.
Alters
or
abolishes
a
member
’s
right
to
receive
a
distribution.
b.
Alters
or
abolishes
a
member
’s
right
to
voluntarily
dissociate.
c.
Alters
or
abolishes
a
member
’s
right
to
vote
on
any
matter
,
except
as
the
rights
may
be
altered
or
abolished
through
the
acceptance
of
contributions
or
the
making
of
contribution
agreements.
d.
Alters
or
abolishes
a
member
’s
preemptive
right
to
make
contributions.
e.
Establishes
or
changes
the
conditions
for
or
consequences
of
expulsion.
f
.
W
aives
the
application
of
this
section
to
the
limited
liability
company
.
2.
A
member
dissociating
from
a
limited
liability
company
under
this
section
is
not
liable
for
damages
for
the
breach
of
any
agreement
not
to
withdraw
.
3.
This
section
applies
to
a
limited
liability
company
whose
original
articles
of
organization
or
certificate
of
organization
is
filed
with
the
secretary
of
state
on
or
after
July
1,
1997.
4.
This
section
applies
to
a
limited
liability
company
whose
original
articles
of
organization
are
filed
with
the
secretary
of
state
and
effective
on
or
prior
to
June
30,
1997,
if
such
company
’s
operating
agreement
provides
that
it
is
subject
to
this
section
.
5.
The
operating
agreement
of
a
limited
liability
company
may
waive
the
applicability
of
this
section
to
the
company
and
its
members.
2008
Acts,
ch
1162,
§48,
155
;
2023
Acts,
ch
152,
§52,
161
489.605
through
489.700
Reserved.
SUBCHAPTER
VII
DISSOL
UTION
AND
WINDING
UP
Referred
to
in
§489.14107
489.701
Events
causing
dissolution.
1.
A
limited
liability
company
is
dissolved,
and
its
activities
and
affairs
must
be
wound
up,
upon
the
occurrence
of
any
of
the
following:
a.
An
event
or
circumstance
that
the
operating
agreement
states
causes
dissolution.
b.
The
affirmative
vote
or
consent
of
all
the
members.
c.
After
the
limited
liability
company
has
at
least
one
member
,
that
member
and
any
other
member
dissociate,
and
ninety
consecutive
days
pass
during
which
the
company
has
no
members,
unless
before
the
end
of
the
period
all
of
the
following
apply:
(1)
Consent
to
admit
at
least
one
specified
person
as
a
member
is
given
by
transferees
T
ue
Dec
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2025
Iowa
Code
2026,
Chapter
489
(303,
2)

37
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.702
owning
the
rights
to
receive
a
majority
of
distributions
as
transferees
at
the
time
the
consent
is
to
be
effective.
(2)
At
least
one
person
becomes
a
member
in
accordance
with
the
consent.
d.
On
application
by
a
member
,
the
entry
by
the
district
court
of
an
order
dissolving
the
limited
liability
company
on
the
grounds
that
any
of
the
following
applies:
(1)
The
conduct
of
all
or
substantially
all
the
limited
liability
company
’s
activities
and
affairs
is
unlawful.
(2)
It
is
not
reasonably
practicable
to
carry
on
the
limited
liability
company
’s
activities
and
affairs
in
conformity
with
the
certificate
of
organization
and
the
operating
agreement.
(3)
The
managers
or
those
members
in
control
of
the
limited
liability
company
conduct
themselves
according
to
any
of
the
following:
(a)
Have
acted,
are
acting,
or
will
act
in
a
manner
that
is
illegal
or
fraudulent.
(b)
Have
acted
or
are
acting
in
a
manner
that
is
oppressive
and
was,
is,
or
will
be
directly
harmful
to
the
applicant.
e.
The
signing
and
filing
of
a
statement
of
administrative
dissolution
by
the
secretary
of
state
under
section
489.708
.
2.
In
a
proceeding
brought
under
subsection
1
,
paragraph
“d”
,
subparagraph
(3),
the
district
court
may
order
a
remedy
other
than
dissolution.
2008
Acts,
ch
1162,
§49,
155
;
2023
Acts,
ch
152,
§53,
161
Referred
to
in
§489.105
,
489.109
,
489.401
,
489.702
,
489.703
489.701A
Rescinding
dissolution.
T
ransferred
to
§489.703;
2023
Acts,
ch
152,
§143,
161
.
489.702
W
inding
up.
1.
A
dissolved
limited
liability
company
shall
wind
up
its
activities
and
affairs,
and
except
as
otherwise
provided
in
section
489.703
,
the
company
continues
after
dissolution
only
for
the
purpose
of
winding
up.
2.
In
winding
up
its
activities
and
affairs,
all
of
the
following
apply
to
a
limited
liability
company:
a.
It
shall
discharge
the
limited
liability
company
’s
debts,
obligations,
and
other
liabilities,
settle
and
close
the
company
’s
activities
and
affairs,
and
marshal
and
distribute
the
assets
of
the
company
.
b.
It
may
do
all
of
the
following:
(1)
Deliver
to
the
secretary
of
state
for
filing
a
statement
of
dissolution
stating
the
name
of
the
limited
liability
company
and
that
the
company
is
dissolved.
(2)
P
reserve
the
limited
liability
company
activities,
affairs,
and
property
as
a
going
concern
for
a
reasonable
time.
(3)
P
rosecute
and
defend
actions
and
proceedings,
whether
civil,
criminal,
or
administrative.
(4)
T
ransfer
the
limited
liability
company
’s
property
.
(5)
Settle
disputes
by
mediation
or
arbitration.
(6)
Deliver
to
the
secretary
of
state
for
filing
a
statement
of
termination
stating
the
name
of
the
limited
liability
company
and
that
the
company
is
terminated.
(7)
P
erform
other
acts
necessary
or
appropriate
to
the
winding
up.
3.
If
a
dissolved
limited
liability
company
has
no
members,
the
legal
representative
of
the
last
person
to
have
been
a
member
may
wind
up
the
activities
and
affairs
of
the
company
.
If
the
person
does
so
,
the
person
has
the
powers
of
a
sole
manager
under
section
489.407,
subsection
3
,
and
is
deemed
to
be
a
manager
for
the
purposes
of
section
489.304,
subsection
1
.
4.
If
the
legal
representative
under
subsection
3
declines
or
fails
to
wind
up
the
limited
liability
company
’s
activities
and
affairs,
a
person
may
be
appointed
to
do
so
by
the
consent
of
transferees
owning
a
majority
of
the
rights
to
receive
distributions
as
transferees
at
the
time
the
consent
is
to
be
effective.
All
of
the
following
apply
to
a
person
appointed
under
this
subsection
:
a.
The
person
has
the
powers
of
a
sole
manager
under
section
489.407,
subsection
3
,
and
is
deemed
to
be
a
manager
for
the
purposes
of
section
489.304,
subsection
1
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.702,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
38
b.
The
person
shall
deliver
promptly
to
the
secretary
of
state
for
filing
an
amendment
to
the
limited
liability
company
’s
certificate
of
organization
stating
all
of
the
following:
(1)
That
the
limited
liability
company
has
no
members.
(2)
The
name
and
street
and
mailing
addresses
of
the
person.
(3)
That
the
person
has
been
appointed
pursuant
to
this
subsection
to
wind
up
the
limited
liability
company
’s
activities
and
affairs.
5.
The
district
court
may
order
judicial
supervision
of
the
winding
up
of
a
dissolved
limited
liability
company
,
including
the
appointment
of
a
person
to
wind
up
the
company
’s
activities
and
affairs
pursuant
to
any
of
the
following:
a.
On
application
of
a
member
,
if
the
applicant
establishes
good
cause.
b.
On
the
application
of
a
transferee,
if
all
of
the
following
apply:
(1)
The
limited
liability
company
does
not
have
any
members.
(2)
The
legal
representative
of
the
last
person
to
have
been
a
member
declines
or
fails
to
wind
up
the
limited
liability
company
’s
activities
and
affairs.
(3)
W
ithin
a
reasonable
time
following
the
dissolution
a
person
has
not
been
appointed
pursuant
to
subsection
3
.
c.
In
connection
with
a
proceeding
under
section
489.701,
subsection
1
,
paragraph
“d”
.
2008
Acts,
ch
1162,
§50,
155
;
2009
Acts,
ch
133,
§161
;
2023
Acts,
ch
152,
§55,
161
Referred
to
in
§489.103
,
489.105
,
489.109
,
489.203
,
489.709
,
489.14502
489.703
Rescinding
dissolution.
1.
A
limited
liability
company
may
rescind
its
dissolution,
unless
a
statement
of
termination
applicable
to
the
company
has
become
effective,
the
district
court
has
entered
an
order
under
section
489.701,
subsection
1
,
paragraph
“d”
,
dissolving
the
company
,
or
the
secretary
of
state
has
dissolved
the
company
under
section
489.708
.
2.
Rescinding
dissolution
under
this
section
requires
all
of
the
following:
a.
The
affirmative
vote
or
consent
of
each
member
.
b.
If
the
limited
liability
company
has
delivered
to
the
secretary
of
state
for
filing
a
statement
of
dissolution
and
any
of
the
following
apply:
(1)
If
the
statement
has
not
become
effective,
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
withdrawal
under
section
489.208
applicable
to
the
statement
of
dissolution.
(2)
If
the
statement
of
dissolution
has
become
effective,
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
rescission
stating
the
name
of
the
limited
liability
company
and
that
dissolution
has
been
rescinded
under
this
section
.
3.
If
a
limited
liability
company
rescinds
its
dissolution
all
of
the
following
apply:
a.
The
limited
liability
company
resumes
carrying
on
its
activities
and
affairs
as
if
dissolution
had
never
occurred.
b.
Subject
to
paragraph
“c”
,
any
liability
incurred
by
the
limited
liability
company
after
the
dissolution
and
before
the
rescission
has
become
effective
shall
be
determined
as
if
dissolution
had
never
occurred.
c.
The
rights
of
a
third
party
arising
out
of
conduct
in
reliance
on
the
dissolution
before
the
third
party
knew
or
had
notice
of
the
rescission
must
not
be
adversely
affected.
2019
Acts,
ch
26,
§57
C2020,
§489.701A
2020
Acts,
ch
1063,
§266,
267
;
2023
Acts,
ch
152,
§54,
143,
161
C2024,
§489.703
Referred
to
in
§489.109
,
489.702
F
ormer
§489.703
transferred
to
§489.704
;
2023
Acts,
ch
152,
§143,
161
489.704
Known
claims
against
dissolved
limited
liability
company
.
1.
Except
as
otherwise
provided
in
subsection
4
,
a
dissolved
limited
liability
company
may
give
notice
of
a
known
claim
under
subsection
2
,
which
has
the
effect
provided
in
subsection
3
.
2.
A
dissolved
limited
liability
company
may
in
a
record
notify
its
known
claimants
of
the
dissolution.
The
notice
must
do
all
of
the
following:
a.
Specify
the
information
required
to
be
included
in
a
claim.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

39
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.705
b.
State
that
a
claim
must
be
in
writing
and
provide
a
mailing
address
to
which
the
claim
is
to
be
sent.
c.
State
the
deadline
for
receipt
of
a
claim,
which
may
not
be
less
than
one
hundred
twenty
days
after
the
date
the
notice
is
received
by
the
claimant.
d.
State
that
the
claim
will
be
barred
if
not
received
by
the
deadline.
3.
A
claim
against
a
dissolved
limited
liability
company
is
barred
if
the
requirements
of
subsection
2
are
met
and
any
of
the
following
applies:
a.
The
claim
is
not
received
by
the
specified
deadline.
b.
If
the
claim
is
timely
received
but
rejected
by
the
limited
liability
company
,
all
of
the
following
must
apply:
(1)
The
limited
liability
company
causes
the
claimant
to
receive
a
notice
in
a
record
stating
that
the
claim
is
rejected
and
will
be
barred
unless
the
claimant
commences
an
action
against
the
company
to
enforce
the
claim
not
later
than
ninety
days
after
the
claimant
receives
the
notice.
(2)
The
claimant
does
not
commence
the
required
action
not
later
than
the
ninety
days
after
the
claimant
receives
the
notice.
4.
This
section
does
not
apply
to
a
claim
based
on
an
event
occurring
after
the
date
of
dissolution
or
a
liability
that
on
that
date
is
contingent.
2008
Acts,
ch
1162,
§51,
155
C2009,
§489.703
2023
Acts,
ch
152,
§56,
143,
161
C2024,
§489.704
Referred
to
in
§489.405
,
489.705
,
489.709
,
489.14502
F
ormer
§489.704
transferred
to
§489.705
;
2023
Acts,
ch
152,
§143,
161
489.705
Other
claims
against
dissolved
limited
liability
company
.
1.
A
dissolved
limited
liability
company
may
publish
notice
of
its
dissolution
and
request
persons
having
claims
against
the
company
to
present
them
in
accordance
with
the
notice.
2.
The
notice
under
subsection
1
must
meet
all
of
the
following
requirements:
a.
Comply
with
any
of
the
following:
(1)
Publication
of
the
notice
one
time
in
a
newspaper
of
general
circulation
in
the
county
in
this
state
in
which
the
dissolved
limited
liability
company
’s
principal
office
is
located
or
,
if
the
principal
office
is
not
located
in
this
state,
in
the
county
in
which
the
office
of
the
company
’s
registered
agent
is
or
was
last
located.
(2)
Publication
by
posting
the
notice
conspicuously
for
at
least
thirty
days
on
the
dissolved
limited
liability
company
’s
internet
site.
b.
Describe
the
information
required
to
be
contained
in
a
claim,
state
that
the
claim
must
be
in
writing,
and
provide
a
mailing
address
to
which
the
claim
is
to
be
sent.
c.
State
that
a
claim
against
the
limited
liability
company
is
barred
unless
an
action
to
enforce
the
claim
is
commenced
not
later
than
three
years
after
publication
of
the
notice.
3.
If
a
dissolved
limited
liability
company
publishes
a
notice
in
accordance
with
subsection
2
,
the
claim
of
each
of
the
following
claimants
is
barred
unless
the
claimant
commences
an
action
to
enforce
the
claim
against
the
company
not
later
than
three
years
after
the
publication
date
of
the
notice:
a.
A
claimant
that
did
not
receive
notice
in
a
record
under
section
489.704
.
b.
A
claimant
whose
claim
was
timely
sent
to
the
limited
liability
company
but
not
acted
on.
c.
A
claimant
whose
claim
is
contingent
at,
or
based
on
an
event
occurring
after
,
the
date
of
dissolution.
4.
A
claim
not
barred
under
this
section
or
section
489.704
may
be
enforced
as
follows:
a.
Against
a
dissolved
limited
liability
company
,
to
the
extent
of
its
undistributed
assets.
b.
Except
as
otherwise
provided
in
section
489.706
,
if
assets
of
the
limited
liability
company
have
been
distributed
after
dissolution,
against
a
member
or
transferee
to
the
extent
of
that
person
’s
proportionate
share
of
the
claim
or
of
the
company
’s
assets
distributed
to
the
member
or
transferee
after
dissolution,
whichever
is
less,
but
a
person
’s
total
liability
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.705,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
40
for
all
claims
under
this
paragraph
does
not
exceed
the
total
amount
of
assets
distributed
to
the
person
after
dissolution.
2008
Acts,
ch
1162,
§52,
155
C2009,
§489.704
2023
Acts,
ch
152,
§57,
143,
161
C2024,
§489.705
Referred
to
in
§489.405
,
489.706
,
489.709
,
489.1207
,
489.14502
F
ormer
§489.705
transferred
to
§489.708
;
2023
Acts,
ch
152,
§143,
161
489.706
Court
proceedings.
1.
A
dissolved
limited
liability
company
that
has
published
a
notice
under
section
489.705
may
file
an
application
with
the
district
court
in
the
county
where
the
company
’s
principal
office
is
located
or
,
if
the
principal
office
is
not
located
in
this
state,
where
the
office
of
its
registered
agent
is
or
was
last
located,
for
a
determination
of
the
amount
and
form
of
security
to
be
provided
for
payment
of
claims
that
are
reasonably
expected
to
arise
after
the
date
of
dissolution
based
on
facts
known
to
the
company
and
any
of
the
following
apply:
a.
At
the
time
of
application
any
of
the
following
apply:
(1)
The
facts
are
contingent.
(2)
The
facts
have
not
been
made
known
to
the
limited
liability
company
.
b.
The
facts
are
based
on
an
event
occurring
after
the
date
of
dissolution.
2.
Security
is
not
required
for
any
claim
that
is
or
is
reasonably
anticipated
to
be
barred
under
section
489.705
.
3.
Not
later
than
ten
days
after
the
filing
of
an
application
under
subsection
1
,
the
dissolved
limited
liability
company
shall
give
notice
of
the
proceeding
to
each
claimant
holding
a
contingent
claim
known
to
the
company
.
4.
In
a
proceeding
under
this
section
,
the
court
may
appoint
a
guardian
ad
litem
to
represent
all
claimants
whose
identities
are
unknown.
The
reasonable
fees
and
expenses
of
the
guardian,
including
all
reasonable
expert
witness
fees,
must
be
paid
by
the
dissolved
limited
liability
company
.
5.
A
dissolved
limited
liability
company
that
provides
security
in
the
amount
and
form
ordered
by
the
court
under
subsection
1
satisfies
the
company
’s
obligations
with
respect
to
claims
that
are
contingent,
have
not
been
made
known
to
the
company
,
or
are
based
on
an
event
occurring
after
the
date
of
dissolution,
and
such
claims
may
not
be
enforced
against
a
member
or
transferee
on
account
of
assets
received
in
liquidation.
2023
Acts,
ch
152,
§60,
143,
161
Referred
to
in
§489.405
,
489.705
F
ormer
§489.706
transferred
to
§489.710
;
2023
Acts,
ch
152,
§143,
161
489.707
Disposition
of
assets
in
winding
up.
1.
In
winding
up
its
activities
and
affairs,
a
limited
liability
company
shall
apply
its
assets
to
discharge
the
company
’s
obligations
to
creditors,
including
members
that
are
creditors.
2.
After
a
limited
liability
company
complies
with
subsection
1
,
any
surplus
must
be
distributed
in
the
following
order
,
subject
to
any
charging
order
in
effect
under
section
489.503
:
a.
T
o
each
person
owning
a
transferable
interest
that
reflects
contributions
made
and
not
previously
returned,
an
amount
equal
to
the
value
of
the
unreturned
contributions.
b.
Among
persons
owning
transferable
interests
in
proportion
to
their
respective
rights
to
share
in
distributions
immediately
before
the
dissolution
of
the
limited
liability
company
.
3.
If
a
limited
liability
company
does
not
have
sufficient
surplus
to
comply
with
subsection
2
,
paragraph
“a”
,
any
surplus
must
be
distributed
among
the
owners
of
transferable
interests
in
proportion
to
the
value
of
the
respective
unreturned
contributions.
4.
All
distributions
made
under
subsections
2
and
3
must
be
paid
in
money
.
2008
Acts,
ch
1162,
§56,
155
C2009,
§489.708
2023
Acts,
ch
152,
§62,
143,
161
C2024,
§489.707
Referred
to
in
§489.404
,
489.405
F
ormer
§489.707
transferred
to
§489.711
;
2023
Acts,
ch
152,
§143,
161
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

41
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.710
489.708
Grounds
for
administrative
dissolution.
The
secretary
of
state
may
commence
a
proceeding
under
section
489.709
to
dissolve
a
limited
liability
company
administratively
,
if
any
of
the
following
apply:
1.
The
limited
liability
company
does
not
pay
within
sixty
days
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
chapter
or
other
laws
of
this
state.
2.
The
limited
liability
company
does
not
deliver
its
biennial
report
required
by
section
489.212
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
3.
The
limited
liability
company
is
without
a
registered
agent
or
the
registered
agent
does
not
have
a
place
of
business
in
this
state
for
sixty
days
or
more.
4.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
limited
liability
company
’s
registered
agent
or
place
of
business
of
the
registered
agent
has
been
changed,
or
that
its
registered
agent
has
resigned,
or
that
the
address
of
the
registered
agent
has
been
discontinued.
5.
The
limited
liability
company
’s
period
of
duration
stated
in
its
certificate
of
organization
expires.
2008
Acts,
ch
1162,
§53,
155
C2009,
§489.705
2010
Acts,
ch
1100,
§14
;
2023
Acts,
ch
152,
§58,
143,
161
C2024,
§489.708
2024
Acts,
ch
1125,
§14,
31
Referred
to
in
§489.211
,
489.701
,
489.703
,
489.709
F
ormer
§489.708
transferred
to
§489.707
;
2023
Acts,
ch
152,
§143,
161
489.709
P
rocedure
for
and
effect
of
administrative
dissolution.
1.
If
the
secretary
of
state
determines
that
one
or
more
grounds
exist
under
section
489.708
for
dissolving
a
limited
liability
company
,
the
secretary
of
state
shall
serve
the
company
with
written
notice
of
such
determination
under
section
489.119
.
2.
If
the
limited
liability
company
does
not
correct
each
ground
for
dissolution
or
demonstrate
to
the
reasonable
satisfaction
of
the
secretary
of
state
that
each
ground
determined
by
the
secretary
of
state
does
not
exist
within
sixty
days
after
service
of
the
notice
under
section
489.119
,
the
secretary
of
state
shall
administratively
dissolve
the
company
by
signing
a
certificate
of
dissolution
that
recites
the
ground
or
grounds
for
dissolution
and
its
effective
date.
The
secretary
of
state
shall
file
the
original
of
the
certificate
and
serve
a
copy
on
the
company
under
section
489.119
.
3.
A
limited
liability
company
administratively
dissolved
continues
its
existence
but
shall
not
carry
on
any
business
except
that
necessary
to
wind
up
and
liquidate
its
business
and
affairs
under
section
489.702
and
notify
claimants
under
sections
489.704
and
489.705
.
4.
The
administrative
dissolution
of
a
limited
liability
company
does
not
terminate
the
authority
of
its
registered
agent.
2023
Acts,
ch
152,
§63,
161
Referred
to
in
§489.708
,
489.710
489.710
Reinstatement
following
administrative
dissolution.
1.
A
limited
liability
company
administratively
dissolved
under
section
489.709
may
apply
to
the
secretary
of
state
for
reinstatement
at
any
time
after
the
effective
date
of
dissolution.
The
application
must
meet
all
of
the
following
requirements:
a.
State
the
name
of
the
limited
liability
company
at
its
date
of
dissolution
and
the
effective
date
of
its
administrative
dissolution.
b.
State
that
the
ground
or
grounds
for
dissolution
either
did
not
exist
or
have
been
eliminated.
c.
If
the
application
is
received
more
than
five
years
after
the
effective
date
of
the
dissolution,
state
a
name
that
satisfies
the
requirements
of
section
489.112
.
2.
a.
If
the
secretary
of
state
determines
that
the
application
contains
the
information
required
by
subsection
1
,
and
that
the
information
is
correct,
the
secretary
of
state
shall
cancel
the
certificate
of
dissolution
and
prepare
a
certificate
of
reinstatement
that
recites
the
secretary
of
state’s
determination
and
the
effective
date
of
reinstatement,
file
the
certificate
of
reinstatement,
and
deliver
a
copy
to
the
limited
liability
company
under
section
489.119
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.710,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
42
b.
If
the
limited
liability
company
’s
name
in
subsection
1
,
paragraph
“c”
,
is
different
from
the
name
in
subsection
1
,
paragraph
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
amendment
to
the
company
’s
certificate
of
organization
insofar
as
it
pertains
to
its
name.
A
company
shall
not
relinquish
the
right
to
retain
its
name
if
the
reinstatement
is
effective
within
five
years
of
the
effective
date
of
the
company
’s
dissolution.
3.
When
the
reinstatement
is
effective,
it
relates
back
to
and
takes
effect
as
of
the
effective
date
of
the
administrative
dissolution
as
if
the
administrative
dissolution
had
never
occurred.
2008
Acts,
ch
1162,
§54,
155
C2009,
§489.706
2010
Acts,
ch
1040,
§1
;
2020
Acts,
ch
1118,
§24
;
2023
Acts,
ch
152,
§59,
143,
161
C2024,
§489.710
2024
Acts,
ch
1048,
§1
;
2024
Acts,
ch
1125,
§15,
31
Referred
to
in
§488.108
,
489.14503
,
490.401
,
504.401
,
504.403
,
524.310
489.711
Appeal
from
denial
of
reinstatement.
1.
If
the
secretary
of
state
denies
a
limited
liability
company
’s
application
for
reinstatement
following
administrative
dissolution,
the
secretary
of
state
shall
serve
the
company
under
section
489.119
with
a
written
notice
that
explains
the
reason
or
reasons
for
denial.
2.
The
limited
liability
company
may
appeal
the
denial
of
reinstatement
to
the
district
court
of
the
county
where
the
company
’s
principal
office
or
,
if
none
in
this
state,
where
its
registered
agent
is
located
within
thirty
days
after
service
of
the
notice
of
denial
is
effected.
The
company
appeals
by
petitioning
the
court
to
set
aside
the
dissolution
and
attaching
to
the
petition
copies
of
the
secretary
of
state’s
certificate
of
dissolution,
the
company
’s
application
for
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
3.
The
court
may
summarily
order
the
secretary
of
state
to
reinstate
the
dissolved
limited
liability
company
or
may
take
other
action
the
court
considers
appropriate.
4.
The
court’s
final
decision
may
be
appealed
as
in
other
civil
proceedings.
2008
Acts,
ch
1162,
§55,
155
C2009,
§489.707
2023
Acts,
ch
152,
§61,
143,
161
C2024,
§489.711
2024
Acts,
ch
1125,
§16,
31
489.712
through
489.800
Reserved.
SUBCHAPTER
VIII
ACTIONS
B
Y
MEMBERS
Referred
to
in
§489.105
,
489.14107
489.801
Direct
action
by
member
.
1.
Subject
to
subsection
2
,
a
member
may
maintain
a
direct
action
against
another
member
,
a
manager
,
or
the
limited
liability
company
to
enforce
the
member
’s
rights
and
otherwise
protect
the
member
’s
interests,
including
rights
and
interests
under
the
operating
agreement
or
this
chapter
or
arising
independently
of
the
membership
relationship.
2.
A
member
maintaining
a
direct
action
under
this
section
must
plead
and
prove
an
actual
or
threatened
injury
that
is
not
solely
the
result
of
an
injury
suffered
or
threatened
to
be
suffered
by
the
limited
liability
company
.
2008
Acts,
ch
1162,
§66,
155
C2009,
§489.901
2023
Acts,
ch
152,
§143,
161
C2024,
§489.801
Referred
to
in
§489.409
,
489.601
,
489.602
F
ormer
§489.801
transferred
to
§489.901
;
2023
Acts,
ch
152,
§143,
161
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

43
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.805
489.802
Derivative
action.
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.
2008
Acts,
ch
1162,
§67,
155
C2009,
§489.902
2023
Acts,
ch
152,
§67,
143,
161
C2024,
§489.802
Referred
to
in
§489.803
,
489.804
F
ormer
§489.802
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.803
P
roper
plaintiff.
1.
Except
as
otherwise
provided
in
subsection
2
,
a
derivative
action
under
section
489.802
may
be
maintained
only
by
a
person
that
is
a
member
at
the
time
the
action
is
commenced
and
remains
a
member
while
the
action
continues.
2.
If
the
sole
plaintiff
in
a
derivative
action
dies
while
the
action
is
pending,
the
court
may
permit
another
member
of
the
limited
liability
company
to
be
substituted
as
plaintiff.
2008
Acts,
ch
1162,
§68,
155
C2009,
§489.903
2023
Acts,
ch
152,
§143,
161
C2024,
§489.803
F
ormer
§489.803
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.804
Pleading.
In
a
derivative
action
under
section
489.802
,
the
complaint
must
state
with
particularity
the
date
and
content
of
the
plaintiff
’s
demand
and
the
response
to
the
demand
by
the
managers
or
other
members.
2008
Acts,
ch
1162,
§69,
155
C2009,
§489.904
2023
Acts,
ch
152,
§68,
143,
161
C2024,
§489.804
2024
Acts,
ch
1125,
§17,
31
F
ormer
§489.804
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.805
Special
litigation
committee.
1.
If
a
limited
liability
company
is
named
as
or
made
a
party
in
a
derivative
proceeding,
the
company
may
appoint
a
special
litigation
committee
to
investigate
the
claims
asserted
in
the
proceeding
and
determine
whether
pursuing
the
action
is
in
the
best
interests
of
the
company
.
If
the
company
appoints
a
special
litigation
committee,
on
motion
by
the
committee
made
in
the
name
of
the
company
,
except
for
good
cause
shown,
the
court
shall
stay
discovery
for
the
time
reasonably
necessary
to
permit
the
committee
to
make
its
investigation.
This
subsection
does
not
prevent
the
court
from
doing
any
of
the
following:
a.
Enforcing
a
person
’s
right
to
information
under
section
489.410
.
b.
Granting
extraordinary
relief
in
the
form
of
a
temporary
restraining
order
or
preliminary
injunction.
2.
A
special
litigation
committee
must
be
composed
of
one
or
more
disinterested
and
independent
individuals,
who
may
be
members.
3.
A
special
litigation
committee
may
be
appointed
as
follows:
a.
In
a
member
-managed
limited
liability
company
,
any
of
the
following:
(1)
By
the
affirmative
vote
or
consent
of
a
majority
of
the
members
not
named
as
parties
in
the
proceeding.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.805,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
44
(2)
If
all
members
are
named
as
parties
in
the
proceeding,
by
a
majority
of
the
members
named
as
defendants.
b.
In
a
manager
-managed
limited
liability
company
,
any
of
the
following:
(1)
By
a
majority
of
the
managers
not
named
as
parties
in
the
proceeding.
(2)
If
all
managers
are
named
as
parties
in
the
proceeding,
by
a
majority
of
the
managers
named
as
defendants.
4.
After
appropriate
investigation,
a
special
litigation
committee
may
determine
that
it
is
in
the
best
interests
of
the
limited
liability
company
that
the
proceeding
comply
with
any
of
the
following:
a.
Continue
under
the
control
of
the
plaintiff.
b.
Continue
under
the
control
of
the
committee.
c.
Be
settled
on
terms
approved
by
the
committee.
d.
Be
dismissed.
5.
After
making
a
determination
under
subsection
4
,
a
special
litigation
committee
shall
file
with
the
court
a
statement
of
its
determination
and
its
report
supporting
its
determination
and
shall
serve
each
party
with
a
copy
of
the
determination
and
report.
The
court
shall
determine
whether
the
members
of
the
committee
were
disinterested
and
independent
and
whether
the
committee
conducted
its
investigation
and
made
its
recommendation
in
good
faith,
independently
,
and
with
reasonable
care,
with
the
committee
having
the
burden
of
proof.
If
the
court
finds
that
the
members
of
the
committee
were
disinterested
and
independent
and
that
the
committee
acted
in
good
faith,
independently
,
and
with
reasonable
care,
the
court
shall
enforce
the
determination
of
the
committee.
Otherwise,
the
court
shall
dissolve
the
stay
of
discovery
entered
under
subsection
1
and
allow
the
action
to
continue
under
the
control
of
the
plaintiff.
2023
Acts,
ch
152,
§65,
143,
161
Referred
to
in
§489.105
F
ormer
§489.805
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.806
P
roceeds
and
e
xpenses.
1.
Except
as
otherwise
provided
in
subsection
2
,
all
of
the
following
apply:
a.
Any
proceeds
or
other
benefits
of
a
derivative
action,
whether
by
judgment,
compromise,
or
settlement,
belong
to
the
limited
liability
company
and
not
to
the
plaintiff.
b.
If
the
plaintiff
receives
any
proceeds,
the
plaintiff
shall
remit
them
immediately
to
the
limited
liability
company
.
2.
If
a
derivative
action
is
successful
in
whole
or
in
part,
the
court
may
award
the
plaintiff
reasonable
expenses,
including
reasonable
attorney
fees
and
costs,
from
the
recovery
of
the
limited
liability
company
.
3.
A
derivative
action
on
behalf
of
a
limited
liability
company
shall
not
be
voluntarily
dismissed
or
settled
without
the
court’s
approval.
2008
Acts,
ch
1162,
§70,
155
C2009,
§489.906
2023
Acts,
ch
152,
§70,
143,
161
C2024,
§489.806
F
ormer
§489.806
repealed
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§142,
161
489.807
Cancellation
of
certificate
of
authority
.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.808
Effect
of
failure
to
have
certificate
of
authority
.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.809
Action
by
attorney
general.
T
ransferred
to
§489.912
;
2023
Acts,
ch
152,
§143,
161
.
489.810
through
489.900
Reserved.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

45
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.903
SUBCHAPTER
IX
FOREIGN
LIMITED
LIABILITY
COMP
ANIES
Referred
to
in
§489.114
,
489.14304
489.901
Governing
law
.
1.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
limited
liability
company
governs
all
of
the
following:
a.
The
internal
affairs
of
the
foreign
limited
liability
company
.
b.
The
liability
of
a
member
as
member
and
manager
as
manager
for
a
debt,
obligation,
or
other
liability
of
the
foreign
limited
liability
company
.
c.
The
liability
of
a
series
of
the
foreign
limited
liability
company
.
2.
A
foreign
limited
liability
company
is
not
precluded
from
registering
to
do
business
in
this
state
because
of
any
difference
between
the
law
of
the
foreign
limited
liability
company
’s
jurisdiction
of
formation
and
the
law
of
this
state.
3.
Registration
of
a
foreign
limited
liability
company
to
do
business
in
this
state
does
not
permit
the
foreign
limited
liability
company
to
engage
in
any
business
or
affairs
or
exercise
any
power
that
a
limited
liability
company
cannot
lawfully
engage
in
or
exercise
in
this
state.
2008
Acts,
ch
1162,
§57,
155
C2009,
§489.801
2019
Acts,
ch
26,
§45,
53
;
2023
Acts,
ch
152,
§64,
143,
161
C2024,
§489.901
Referred
to
in
§489.902
F
ormer
§489.901
transferred
to
§489.801
by
2023
Acts,
ch
152,
§143,
161
489.902
Registration
to
do
business
in
this
state.
1.
A
foreign
limited
liability
company
shall
not
do
business
in
this
state
until
it
registers
with
the
secretary
of
state
under
this
chapter
.
2.
A
foreign
limited
liability
company
doing
business
in
this
state
shall
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
is
registered
to
do
business
in
this
state.
3.
The
failure
of
a
foreign
limited
liability
company
to
register
to
do
business
in
this
state
does
not
impair
the
validity
of
a
contract
or
act
of
the
foreign
company
or
preclude
it
from
defending
a
proceeding
in
this
state.
4.
A
limitation
on
the
liability
of
a
member
or
manager
of
a
foreign
limited
liability
company
is
not
waived
solely
because
the
foreign
company
does
business
in
this
state
without
registering.
5.
Section
489.901,
subsection
1
,
applies
even
if
a
foreign
limited
liability
company
fails
to
register
under
this
subchapter
.
2023
Acts,
ch
152,
§77,
143,
161
F
ormer
§489.902
transferred
to
§489.802
;
2023
Acts,
ch
152,
§143,
161
489.903
F
oreign
registration
statement.
1.
T
o
register
to
do
business
in
this
state,
a
foreign
limited
liability
company
shall
deliver
a
foreign
registration
statement
to
the
secretary
of
state
for
filing.
The
registration
statement
must
be
signed
by
the
foreign
company
and
state
all
of
the
following:
a.
The
name
of
the
foreign
limited
liability
company
and,
if
the
name
does
not
comply
with
section
489.112
,
an
alternate
name
as
required
by
section
489.906
.
b.
The
foreign
limited
liability
company
’s
jurisdiction
of
formation.
c.
The
street
and
mailing
addresses
of
the
foreign
limited
liability
company
’s
principal
office
and,
if
the
law
of
the
foreign
company
’s
jurisdiction
of
formation
requires
the
foreign
company
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
required
office.
d.
The
street
and
mailing
addresses
of
the
place
of
business
of
the
foreign
limited
liability
company
’s
registered
agent
in
this
state
and
the
name
of
its
registered
agent.
2.
The
foreign
limited
liability
company
shall
deliver
the
completed
foreign
registration
statement
to
the
secretary
of
state,
and
also
deliver
to
the
secretary
of
state
a
certificate
of
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.903,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
46
existence
or
a
document
of
similar
import
duly
authenticated
by
the
secretary
of
state
or
other
official
having
custody
of
corporate
records
in
the
state
or
country
under
whose
law
it
is
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
to
the
date
the
application
is
filed
by
the
secretary
of
state.
2023
Acts,
ch
152,
§78,
143,
161
Referred
to
in
§489.904
,
489.906
F
ormer
§489.903
transferred
to
§489.803
;
2023
Acts,
ch
152,
§143,
161
489.904
Amendment
of
foreign
registration
statement.
A
registered
foreign
limited
liability
company
shall
sign
and
deliver
to
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
registration
statement
if
there
is
a
change
in
any
of
the
following:
1.
Its
name
or
alternate
name.
2.
Its
jurisdiction
of
formation,
unless
its
registration
is
deemed
to
have
been
withdrawn
under
section
489.908
or
transferred
under
section
489.910
.
3.
An
address
required
by
section
489.903,
subsection
1
,
paragraph
“c”
.
4.
The
information
required
by
section
489.903,
subsection
1
,
paragraph
“d”
.
2023
Acts,
ch
152,
§79,
143,
161
F
ormer
§489.904
transferred
to
§489.804
;
2023
Acts,
ch
152,
§143,
161
489.905
Activities
not
constituting
doing
business
in
this
state.
1.
Activities
of
a
foreign
limited
liability
company
that
do
not
constitute
doing
business
in
this
state
for
purposes
of
this
subchapter
include
all
of
the
following:
a.
Maintaining,
defending,
mediating,
arbitrating,
or
settling
a
proceeding.
b.
Carrying
on
any
activity
concerning
the
internal
affairs
of
the
foreign
limited
liability
company
,
including
holding
meetings
of
its
members
or
managers.
c.
Maintaining
accounts
in
financial
institutions.
d.
Maintaining
offices
or
agencies
for
the
transfer
,
exchange,
and
registration
of
securities
of
the
foreign
limited
liability
company
or
maintaining
trustees
or
depositories
with
respect
to
those
securities.
e.
Selling
through
independent
contractors.
f
.
Soliciting
or
obtaining
orders
by
any
means
if
the
orders
require
acceptance
outside
this
state
before
they
become
contracts.
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
security
interests
in
property
.
h.
Securing
or
collecting
debts
or
enforcing
mortgages
or
other
security
interests
in
property
securing
the
debts
and
holding,
protecting,
or
maintaining
property
so
acquired.
i.
Conducting
an
isolated
transaction
that
is
not
in
the
course
of
similar
transactions.
j.
Owning,
protecting,
and
maintaining
property
.
k.
Doing
business
in
interstate
commerce.
2.
This
section
does
not
apply
in
determining
the
contacts
or
activities
that
may
subject
a
foreign
limited
liability
company
to
service
of
process,
taxation,
or
regulation
under
the
laws
of
this
state
other
than
this
chapter
.
2023
Acts,
ch
152,
§69,
161
489.906
Noncomplying
name
of
foreign
limited
liability
company
.
1.
A
foreign
limited
liability
company
whose
name
does
not
comply
with
section
489.112
shall
not
register
to
do
business
in
this
state
until
it
adopts,
for
the
purpose
of
doing
business
in
this
state,
an
alternate
name
that
complies
with
section
489.112
by
filing
a
foreign
registration
statement
under
section
489.903
,
or
if
applicable,
a
transfer
of
registration
statement
under
section
489.910
,
setting
forth
that
alternate
name.
After
registering
to
do
business
in
this
state
with
an
alternate
name,
a
foreign
limited
liability
company
shall
do
business
in
this
state
under
any
of
the
following:
a.
The
alternate
name.
b.
The
foreign
limited
liability
company
’s
name,
with
the
addition
of
its
jurisdiction
of
formation.
2.
If
a
registered
foreign
limited
liability
company
changes
its
name
after
registration
to
a
name
that
does
not
comply
with
section
489.112
,
it
shall
not
do
business
in
this
state
until
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

47
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.909
it
complies
with
subsection
1
by
amending
its
registration
statement
to
adopt
an
alternate
name
that
complies
with
section
489.112
.
2023
Acts,
ch
152,
§71,
143,
161
Referred
to
in
§489.114
,
489.212
,
489.903
,
489.910
F
ormer
§489.906
transferred
to
§489.806
;
2023
Acts,
ch
152,
§143,
161
489.907
W
ithdrawal
of
registration
of
registered
foreign
limited
liability
company
.
1.
A
registered
foreign
limited
liability
company
may
withdraw
its
registration
by
delivering
a
statement
of
withdrawal
to
the
secretary
of
state
for
filing.
The
statement
of
withdrawal
must
be
signed
by
the
foreign
limited
liability
company
and
state
all
of
the
following:
a.
The
name
of
the
foreign
limited
liability
company
and
its
jurisdiction
of
formation.
b.
That
the
foreign
limited
liability
company
is
not
doing
business
in
this
state
and
that
it
withdraws
its
registration
to
do
business
in
this
state.
c.
That
the
foreign
limited
liability
company
revokes
the
authority
of
its
registered
agent
in
this
state.
d.
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
section
489.119,
subsection
3
.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
limited
liability
company
,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.119
.
2023
Acts,
ch
152,
§72,
161
Referred
to
in
§489.122
489.908
Deemed
withdrawal
upon
domestication
or
conversion
to
certain
domestic
entities.
A
registered
foreign
limited
liability
company
that
domesticates
to
a
domestic
limited
liability
company
or
converts
to
a
domestic
business
corporation
or
domestic
nonprofit
corporation
or
any
type
of
domestic
filing
entity
or
to
a
domestic
limited
liability
partnership
is
deemed
to
have
withdrawn
its
registration
on
the
effectiveness
of
such
event.
2023
Acts,
ch
152,
§73,
161
Referred
to
in
§489.904
489.909
W
ithdrawal
upon
dissolution
or
conversion
to
certain
nonfiling
entities.
1.
A
registered
foreign
limited
liability
company
that
has
dissolved
and
completed
winding
up
or
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
withdrawal.
The
statement
must
be
signed
by
the
dissolved
foreign
limited
liability
company
or
the
converted
domestic
or
foreign
nonfiling
entity
and
state:
a.
In
the
case
of
a
foreign
limited
liability
company
that
has
completed
winding
up
all
of
the
following:
(1)
Its
name
and
jurisdiction
of
formation.
(2)
That
the
foreign
limited
liability
company
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(3)
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
section
489.119,
subsection
3
.
b.
In
the
case
of
a
foreign
limited
liability
company
that
has
converted
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
liability
partnership,
all
of
the
following:
(1)
The
name
of
the
converting
foreign
limited
liability
company
and
its
jurisdiction
of
formation.
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
converted
and
its
name
and
jurisdiction
of
formation.
(3)
That
it
withdraws
its
registration
to
do
business
in
this
state
and
revokes
the
authority
of
its
registered
agent
to
accept
service
on
its
behalf.
(4)
An
address
to
which
process
on
the
foreign
limited
liability
company
may
be
sent
by
the
secretary
of
state
under
section
489.119,
subsection
3
.
2.
After
the
withdrawal
of
the
registration
of
a
foreign
limited
liability
company
,
service
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.909,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
48
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.119
.
2023
Acts,
ch
152,
§74,
161
Referred
to
in
§489.122
489.910
T
ransfer
of
registration.
1.
If
a
registered
foreign
limited
liability
company
merges
into
a
nonregistered
foreign
entity
or
converts
to
a
foreign
entity
required
to
register
with
the
secretary
of
state
to
do
business
in
this
state,
the
foreign
entity
shall
deliver
to
the
secretary
of
state
for
filing
a
transfer
of
registration
statement.
The
transfer
of
registration
statement
must
be
signed
by
the
surviving
or
converted
foreign
entity
and
state
all
of
the
following:
a.
The
name
of
the
registered
foreign
limited
liability
company
and
its
jurisdiction
of
formation
before
the
merger
or
conversion.
b.
The
name
and
type
of
the
surviving
or
converted
foreign
entity
and
its
jurisdiction
of
formation
after
the
merger
or
conversion
and,
if
the
name
does
not
comply
with
section
489.112
,
an
alternate
name
adopted
pursuant
to
section
489.906
.
c.
All
of
the
following
information
regarding
the
surviving
or
converted
foreign
entity
after
the
merger
or
conversion:
(1)
The
street
and
mailing
addresses
of
the
principal
office
of
the
foreign
entity
and,
if
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation
requires
it
to
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
addresses
of
that
office.
(2)
The
street
and
mailing
addresses
of
the
place
of
business
of
the
foreign
entity
’s
registered
agent
in
this
state
and
the
name
of
its
registered
agent.
2.
On
the
effective
date
of
a
transfer
of
registration
statement
as
determined
in
accordance
with
section
489.207
,
the
registration
of
the
registered
foreign
limited
liability
company
to
do
business
in
this
state
is
transferred
without
interruption
to
the
foreign
entity
into
which
it
has
merged
or
to
which
it
has
been
converted.
2023
Acts,
ch
152,
§75,
161
Referred
to
in
§489.904
,
489.906
489.911
Administrative
termination
of
registration.
1.
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
limited
liability
company
in
the
manner
provided
in
subsections
2
and
3
,
if
any
of
the
following
applies:
a.
The
foreign
limited
liability
company
does
not
pay
within
sixty
days
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
chapter
or
other
laws
of
this
state.
b.
The
foreign
limited
liability
company
does
not
deliver
its
biennial
report
to
the
secretary
of
state
within
sixty
days
after
it
is
due.
c.
The
foreign
limited
liability
company
is
without
a
registered
agent
or
its
registered
agent
has
no
place
of
business
in
this
state
for
sixty
days
or
more.
d.
The
secretary
of
state
has
not
been
notified
within
sixty
days
that
the
foreign
limited
liability
company
’s
registered
agent
or
the
registered
agent’s
place
of
business
has
been
changed,
that
its
registered
agent
has
resigned,
or
that
the
address
of
the
registered
agent
has
been
discontinued.
2.
The
secretary
of
state
may
terminate
the
registration
of
a
registered
foreign
limited
liability
company
by
doing
all
of
the
following:
a.
Filing
a
certificate
of
termination.
b.
Delivering
a
copy
of
the
certificate
of
termination
to
the
foreign
company
’s
registered
agent
or
,
if
the
foreign
company
does
not
have
a
registered
agent,
to
the
foreign
company
’s
principal
office.
3.
The
certificate
of
termination
must
state
all
of
the
following:
a.
The
effective
date
of
the
termination,
which
must
be
not
less
than
sixty
days
after
the
secretary
of
state
delivers
the
copy
of
the
certificate
of
termination
as
prescribed
in
subsection
2
,
paragraph
“b”
.
b.
The
grounds
for
termination
under
subsection
1
.
4.
The
registration
of
a
registered
foreign
limited
liability
company
to
do
business
in
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

49
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1001
this
state
ceases
on
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
unless
before
that
date
the
foreign
company
cures
each
ground
for
termination
stated
in
the
certificate
of
termination.
If
the
foreign
company
cures
each
ground,
the
secretary
of
state
shall
file
a
statement
that
the
certificate
of
termination
is
withdrawn.
5.
After
the
effective
date
of
the
termination
as
set
forth
in
the
certificate
of
termination,
service
of
process
in
any
proceeding
based
on
a
cause
of
action
arising
during
the
time
the
entity
was
registered
to
do
business
in
this
state
may
be
made
as
provided
in
section
489.119
.
2023
Acts,
ch
152,
§76,
161
;
2024
Acts,
ch
1125,
§18,
31
489.912
Action
by
attorney
general.
The
attorney
general
may
maintain
an
action
to
enjoin
a
foreign
limited
liability
company
from
doing
business
in
this
state
in
violation
of
this
chapter
.
2008
Acts,
ch
1162,
§65,
155
C2009,
§489.809
2023
Acts,
ch
152,
§66,
143,
161
C2024,
§489.912
489.913
through
489.1000
Reserved.
SUBCHAPTER
X
MERGER
,
INTEREST
EX
CHANGE,
CONVERSION,
AND
DOMESTICA
TION
Referred
to
in
§489.102
,
489.103
,
489.401
,
489.407
,
489.602
,
489.603
P
ART
1
GENERAL
PRO
VISIONS
Referred
to
in
§489.14604
,
489.14605
,
489.14606
489.1001
Definitions.
As
used
in
this
subchapter
,
unless
the
context
otherwise
requires:
1.
“
Acquired
entity
”
means
the
entity
,
all
of
one
or
more
classes
or
series
of
interests
of
which
are
acquired
in
an
interest
exchange.
2.
“
Acquiring
entity
”
means
the
entity
that
acquires
all
of
one
or
more
classes
or
series
of
interests
of
the
acquired
entity
in
an
interest
exchange.
3.
“Conversion
”
means
a
transaction
authorized
by
part
4
.
4.
“Converted
entity
”
means
the
converting
entity
as
it
continues
in
existence
after
a
conversion.
5.
“Converting
entity
”
means
the
domestic
entity
that
approves
a
plan
of
conversion
pursuant
to
section
489.1043
or
the
foreign
entity
that
approves
a
conversion
pursuant
to
the
law
of
its
jurisdiction
of
formation.
6.
“Distributional
interest”
means
the
right
under
an
unincorporated
entity
’s
organic
law
and
organic
rules
to
receive
distributions
from
the
entity
.
7.
“Domestic”
,
with
respect
to
an
entity
,
means
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
8.
“Domesticated
limited
liability
company
”
means
the
domesticating
limited
liability
company
as
it
continues
in
existence
after
a
domestication.
9.
“Domesticating
limited
liability
company
”
means
the
domestic
limited
liability
company
that
approves
a
plan
of
domestication
pursuant
to
section
489.1053
or
the
foreign
limited
liability
company
that
approves
a
domestication
pursuant
to
the
law
of
its
jurisdiction
of
formation.
10.
“Domestication
”
means
a
transaction
authorized
by
part
5
.
11.
a.
“Entity
”
means
any
of
the
following:
(1)
A
business
corporation.
T
ue
Dec
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22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1001,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
50
(2)
A
nonprofit
corporation.
(3)
A
general
partnership,
including
a
limited
liability
partnership.
(4)
A
limited
partnership,
including
a
limited
liability
limited
partnership.
(5)
A
limited
liability
company
.
(6)
A
domestic
cooperative.
(7)
An
unincorporated
nonprofit
association.
(8)
A
statutory
trust,
business
trust,
or
common
-law
business
trust.
(9)
Any
other
person
that
has
any
of
the
following:
(a)
A
legal
existence
separate
from
any
interest
holder
of
that
person.
(b)
The
power
to
acquire
an
interest
in
real
property
in
its
own
name.
b.
“Entity
”
does
not
include
any
of
the
following:
(1)
An
individual.
(2)
A
trust
with
a
predominantly
donative
purpose
or
a
charitable
trust.
(3)
An
association
or
relationship
that
is
not
an
entity
listed
in
paragraph
“a”
and
is
not
a
partnership
under
the
rules
stated
in
section
486A
.202,
subsection
3
,
or
a
similar
provision
of
the
law
of
another
jurisdiction.
(4)
A
decedent’s
estate.
(5)
A
government
or
a
governmental
subdivision,
agency
,
or
instrumentality
.
12.
“F
iling
entity
”
means
an
entity
whose
formation
requires
the
filing
of
a
public
organic
record.
The
term
does
not
include
a
limited
liability
partnership.
13.
“F
oreign
”
,
with
respect
to
an
entity
,
means
an
entity
governed
as
to
its
internal
affairs
by
the
law
of
a
jurisdiction
other
than
this
state.
14.
“Governance
interest”
means
a
right
under
the
organic
law
or
organic
rules
of
an
unincorporated
entity
,
other
than
as
a
governor
,
agent,
assignee,
or
proxy
,
to
any
of
the
following:
a.
Receive
or
demand
access
to
information
concerning,
or
the
books
and
records
of,
the
entity
.
b.
V
ote
for
or
consent
to
the
election
of
the
governors
of
the
entity
.
c.
Receive
notice
of
or
vote
on
or
consent
to
an
issue
involving
the
internal
affairs
of
the
entity
.
15.
“Governor”
means
any
of
the
following:
a.
A
director
of
a
business
corporation.
b.
A
director
or
trustee
of
a
nonprofit
corporation.
c.
A
general
partner
of
a
general
partnership.
d.
A
general
partner
of
a
limited
partnership.
e.
A
manager
of
a
manager
-managed
limited
liability
company
.
f
.
A
member
of
a
member
-managed
limited
liability
company
.
g.
A
director
of
a
domestic
cooperative.
h.
A
manager
of
an
unincorporated
nonprofit
association.
i.
A
trustee
of
a
statutory
trust,
business
trust,
or
common
-law
business
trust.
j.
Any
other
person
under
whose
authority
the
powers
of
an
entity
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
entity
are
managed
pursuant
to
the
organic
law
and
organic
rules
of
the
entity
.
16.
“Interest”
means
any
of
the
following:
a.
A
share
in
a
business
corporation.
b.
A
membership
in
a
nonprofit
corporation.
c.
A
partnership
interest
in
a
general
partnership.
d.
A
partnership
interest
in
a
limited
partnership.
e.
A
membership
interest
in
a
limited
liability
company
.
f
.
A
share
in
a
domestic
cooperative.
g.
A
membership
in
an
unincorporated
nonprofit
association.
h.
A
beneficial
interest
in
a
statutory
trust,
business
trust,
or
common
-law
business
trust.
i.
A
governance
interest
or
distributional
interest
in
any
other
type
of
unincorporated
entity
.
17.
“Interest
exchange”
means
a
transaction
authorized
by
part
3
.
18.
“Interest
holder”
means
any
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

51
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1001
a.
A
shareholder
of
a
business
corporation.
b.
A
member
of
a
nonprofit
corporation.
c.
A
general
partner
of
a
general
partnership.
d.
A
general
partner
of
a
limited
partnership.
e.
A
limited
partner
of
a
limited
partnership.
f
.
A
member
of
a
limited
liability
company
.
g.
A
shareholder
of
a
domestic
cooperative.
h.
A
member
of
an
unincorporated
nonprofit
association.
i.
A
beneficiary
or
beneficial
owner
of
a
statutory
trust,
business
trust,
or
common
-law
business
trust.
j.
Any
other
direct
holder
of
an
interest.
19.
“Interest
holder
liability
”
means
any
of
the
following:
a.
P
ersonal
liability
for
a
liability
of
an
entity
which
is
imposed
on
a
person
due
to
any
of
the
following:
(1)
Solely
by
reason
of
the
status
of
the
person
as
an
interest
holder
.
(2)
By
the
organic
rules
of
the
entity
which
make
one
or
more
specified
interest
holders
or
categories
of
interest
holders
liable
in
their
capacity
as
interest
holders
for
all
or
specified
liabilities
of
the
entity
.
b.
An
obligation
of
an
interest
holder
under
the
organic
rules
of
an
entity
to
contribute
to
the
entity
.
20.
“Merger”
means
a
transaction
authorized
by
part
2
.
21.
“Merging
entity
”
means
an
entity
that
is
a
party
to
a
merger
and
exists
immediately
before
the
merger
becomes
effective.
22.
“Organic
law
”
means
the
law
of
an
entity
’s
jurisdiction
of
formation
governing
the
internal
affairs
of
the
entity
.
23.
“Organic
rules”
means
the
public
organic
record
and
private
organic
rules
of
an
entity
.
24.
“Plan
”
means
a
plan
of
merger
,
plan
of
interest
exchange,
plan
of
conversion,
or
plan
of
domestication.
25.
“Plan
of
conversion
”
means
a
plan
under
section
489.1042
.
26.
“Plan
of
domestication
”
means
a
plan
under
section
489.1052
.
27.
“Plan
of
interest
exchange”
means
a
plan
under
section
489.1032
.
28.
“Plan
of
merger”
means
a
plan
under
section
489.1022
.
29.
a.
“P
rivate
organic
rules”
means
the
rules,
whether
or
not
in
a
record,
that
govern
the
internal
affairs
of
an
entity
,
are
binding
on
all
its
interest
holders,
and
are
not
part
of
its
public
organic
record,
if
any
.
b.
“P
rivate
organic
rules”
includes
all
of
the
following:
(1)
The
bylaws
of
a
business
corporation.
(2)
The
bylaws
of
a
nonprofit
corporation.
(3)
The
partnership
agreement
of
a
general
partnership.
(4)
The
partnership
agreement
of
a
limited
partnership.
(5)
The
operating
agreement
of
a
limited
liability
company
.
(6)
The
bylaws
of
a
domestic
cooperative.
(7)
The
governing
principles
of
an
unincorporated
nonprofit
association.
(8)
The
trust
instrument
of
a
statutory
trust
or
similar
rules
of
a
business
trust
or
common
-law
business
trust.
30.
“P
rotected
agreement”
means
any
of
the
following:
a.
A
record
evidencing
indebtedness
and
any
related
agreement
in
effect
on
January
1,
2009.
b.
An
agreement
that
is
binding
on
an
entity
on
January
1,
2009.
c.
The
organic
rules
of
an
entity
in
effect
on
January
1,
2009.
d.
An
agreement
that
is
binding
on
any
of
the
governors
or
interest
holders
of
an
entity
on
January
1,
2009.
31.
a.
“Public
organic
record”
means
the
record
the
filing
of
which
by
the
secretary
of
state
is
required
to
form
an
entity
and
any
amendment
to
or
restatement
of
that
record.
b.
“Public
organic
record”
includes
any
of
the
following:
(1)
The
articles
of
incorporation
of
a
business
corporation.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1001,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
52
(2)
The
articles
of
incorporation
of
a
nonprofit
corporation.
(3)
The
certificate
of
limited
partnership
of
a
limited
partnership.
(4)
The
certificate
of
organization
of
a
limited
liability
company
.
(5)
The
articles
of
incorporation
of
a
domestic
cooperative.
(6)
The
certificate
of
trust
of
a
statutory
trust
or
similar
record
of
a
business
trust.
32.
“Registered
foreign
entity
”
means
a
foreign
entity
that
is
registered
to
do
business
in
this
state
pursuant
to
a
record
filed
by
the
secretary
of
state.
33.
“Statement
of
conversion
”
means
a
statement
under
section
489.1045
.
34.
“Statement
of
domestication
”
means
a
statement
under
section
489.1055
.
35.
“Statement
of
interest
exchange”
means
a
statement
under
section
489.1035
.
36.
“Statement
of
merger”
means
a
statement
under
section
489.1025
.
37.
“Surviving
entity
”
means
the
entity
that
continues
in
existence
after
or
is
created
by
a
merger
.
38.
“
T
ype
of
entity
”
means
a
generic
form
of
entity
that
is
any
of
the
following:
a.
Recognized
at
common
law
.
b.
F
ormed
under
an
organic
law
,
whether
or
not
some
entities
formed
under
that
organic
law
are
subject
to
provisions
of
that
law
that
create
different
categories
of
the
form
of
entity
.
2008
Acts,
ch
1162,
§71,
155
;
2023
Acts,
ch
152,
§80,
161
489.1002
Relationship
of
subchapter
to
other
laws.
1.
This
subchapter
does
not
authorize
an
act
prohibited
by
,
and
does
not
affect
the
application
or
requirements
of,
law
other
than
this
subchapter
.
2.
A
transaction
effected
under
this
subchapter
shall
not
create
or
impair
a
right,
duty
,
or
obligation
of
a
person
under
the
statutory
law
of
this
state
other
than
this
subchapter
relating
to
a
change
in
control,
takeover
,
business
combination,
control-share
acquisition,
or
similar
transaction
involving
a
domestic
merging,
acquired,
converting,
or
domesticating
business
corporation
unless
any
of
the
following
applies:
a.
If
the
corporation
does
not
survive
the
transaction,
the
transaction
satisfies
any
requirements
of
the
law
.
b.
If
the
corporation
survives
the
transaction,
the
approval
of
the
plan
is
by
a
vote
of
the
shareholders
or
directors
which
would
be
sufficient
to
create
or
impair
the
right,
duty
,
or
obligation
directly
under
the
law
.
2023
Acts,
ch
152,
§81,
161
F
ormer
§489.1002
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§81,
161
489.1003
Required
notice
or
approval.
1.
A
domestic
or
foreign
entity
that
is
required
to
give
notice
to
,
or
obtain
the
approval
of,
a
governmental
agency
or
officer
of
this
state
to
be
a
party
to
a
merger
must
give
the
notice
or
obtain
the
approval
to
be
a
party
to
an
interest
exchange,
conversion,
or
domestication.
2.
P
roperty
held
for
a
charitable
purpose
under
the
law
of
this
state
by
a
domestic
or
foreign
entity
immediately
before
a
transaction
under
this
subchapter
becomes
effective
may
be
diverted
from
the
objects
for
which
it
was
donated,
granted,
devised,
or
otherwise
transferred
only
to
the
extent
a
public
benefit
corporation
is
able
to
divert
from
such
objects
under
chapter
504
.
3.
A
bequest,
devise,
gift,
grant,
or
promise
contained
in
a
will
or
other
instrument
of
donation,
subscription,
or
conveyance
which
is
made
to
a
merging
entity
that
is
not
the
surviving
entity
and
which
takes
effect
or
remains
payable
after
the
merger
inures
to
the
surviving
entity
.
4.
A
trust
obligation
that
would
govern
property
if
transferred
to
a
nonsurviving
entity
applies
to
property
that
is
transferred
to
the
surviving
entity
under
this
section
.
2023
Acts,
ch
152,
§82,
161
F
ormer
§489.1003
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§82,
161
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

53
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1021
489.1004
None
x
clusivity
.
The
fact
that
a
transaction
under
this
subchapter
produces
a
certain
result
does
not
preclude
the
same
result
from
being
accomplished
in
any
other
manner
permitted
by
law
other
than
this
subchapter
.
2023
Acts,
ch
152,
§83,
161
F
ormer
§489.1004
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§83,
161
489.1005
Reference
to
e
xternal
facts.
1.
A
plan
may
refer
to
facts
ascertainable
outside
the
plan
if
the
manner
in
which
the
facts
will
operate
upon
the
plan
is
specified
in
the
plan.
The
facts
may
include
the
occurrence
of
an
event
or
a
determination
or
action
by
a
person,
whether
or
not
the
event,
determination,
or
action
is
within
the
control
of
a
party
to
the
transaction.
2.
The
following
provisions
of
a
record
delivered
to
the
secretary
of
state
for
filing
under
this
chapter
or
a
plan
delivered
for
filing
in
lieu
of
a
statement
shall
not
be
made
dependent
on
facts
outside
the
record
or
plan:
a.
The
name
and
address
of
any
person.
b.
The
address
of
the
registered
agent
of
any
entity
.
c.
The
registered
agent
of
any
entity
.
d.
The
number
of
authorized
interests
and
designation
of
each
class
or
series
of
interests.
e.
The
effective
date
of
a
record
delivered
to
the
secretary
of
state
for
filing.
f
.
Any
required
statement
in
a
record
delivered
to
the
secretary
of
state
for
filing
of
the
date
on
which
the
underlying
transaction
was
approved
or
the
manner
in
which
that
approval
was
given.
2023
Acts,
ch
152,
§84,
161
;
2024
Acts,
ch
1125,
§19,
31
F
ormer
§489.1005
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§84,
161
489.1006
Appraisal
rights.
An
interest
holder
of
a
domestic
merging,
acquired,
converting,
or
domesticating
limited
liability
company
is
entitled
to
contractual
appraisal
rights
in
connection
with
a
transaction
under
this
subchapter
to
the
extent
provided
in
any
of
the
following:
1.
The
operating
agreement.
2.
The
plan.
2023
Acts,
ch
152,
§85,
161
Referred
to
in
§489.1026
,
489.1036
,
489.1046
,
489.1056
F
ormer
§489.1006
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§85,
161
489.1007
Ex
cluded
entities
and
transactions.
This
subchapter
shall
not
be
used
to
effect
a
transaction
involving
a
bank,
insurance
company
,
or
public
utility
where
any
chapter
governing
the
regulation
of
such
entity
does
not
permit
the
transaction.
2023
Acts,
ch
152,
§86,
161
F
ormer
§489.1007
stricken
effective
January
1,
2024,
by
2023
Acts,
ch
152,
§86,
161
489.1008
through
489.1016
Repealed
by
2023
Acts,
ch
152,
§142,
161.
See
parts
2,
4,
and
5.
489.1017
through
489.1020
Reserved.
P
ART
2
MERGER
Referred
to
in
§489.1001
,
489.14604
,
489.14605
,
489.14606
489.1021
Merger
authorized.
1.
By
complying
with
this
part
,
all
of
the
following
apply:
a.
One
or
more
domestic
limited
liability
companies
may
merge
with
one
or
more
domestic
or
foreign
entities
into
a
domestic
or
foreign
surviving
entity
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1021,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
54
b.
T
wo
or
more
foreign
entities
may
merge
into
a
domestic
limited
liability
company
.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
may
be
a
party
to
a
merger
under
this
part
or
may
be
the
surviving
entity
in
such
a
merger
if
the
merger
is
authorized
by
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
2023
Acts,
ch
152,
§87,
161
489.1022
Plan
of
merger
.
1.
A
domestic
limited
liability
company
may
become
a
party
to
a
merger
under
this
part
by
approving
a
plan
of
merger
.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
As
to
each
merging
entity
,
its
name,
jurisdiction
of
formation,
and
type
of
entity
.
b.
If
the
surviving
entity
is
to
be
created
in
the
merger
,
a
statement
to
that
effect
and
the
entity
’s
name,
jurisdiction
of
formation,
and
type
of
entity
.
c.
The
manner
of
converting
the
interests
in
each
party
to
the
merger
into
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
If
the
surviving
entity
exists
before
the
merger
,
any
proposed
amendments
to
all
of
the
following:
(1)
Its
public
organic
record,
if
any
.
(2)
Its
private
organic
rules
that
are,
or
are
proposed
to
be,
in
a
record.
e.
If
the
surviving
entity
is
to
be
created
in
the
merger
,
all
of
the
following:
(1)
Its
proposed
public
organic
record,
if
any
.
(2)
The
full
text
of
its
private
organic
rules
that
are
proposed
to
be
in
a
record.
f
.
The
other
terms
and
conditions
of
the
merger
.
g.
Any
other
provision
required
by
the
law
of
a
merging
entity
’s
jurisdiction
of
formation
or
the
organic
rules
of
a
merging
entity
.
2.
In
addition
to
the
requirements
of
subsection
1
,
a
plan
of
merger
may
contain
any
other
provision
not
prohibited
by
law
.
2023
Acts,
ch
152,
§88,
161
Referred
to
in
§489.105
,
489.1001
489.1023
Approval
of
merger
.
1.
A
plan
of
merger
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
a
domestic
merging
limited
liability
company
,
by
all
the
members
of
the
company
entitled
to
vote
on
or
consent
to
any
matter
.
b.
In
a
record,
by
each
member
of
a
domestic
merging
limited
liability
company
which
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
merger
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
consented
in
a
record
to
or
voted
for
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
A
merger
involving
a
domestic
merging
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
the
merger
is
approved
by
that
entity
in
accordance
with
its
organic
law
.
3.
A
merger
involving
a
foreign
merging
entity
is
not
effective
unless
the
merger
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
2023
Acts,
ch
152,
§89,
161
Referred
to
in
§489.105
489.1024
Amendment
or
abandonment
of
plan
of
merger
.
1.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
each
party
to
the
plan,
except
as
otherwise
provided
in
the
plan.
2.
A
domestic
merging
limited
liability
company
may
approve
an
amendment
of
a
plan
of
merger
according
to
any
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

55
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1025
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
merger
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
the
interest
holders
of
any
party
to
the
plan.
(2)
The
public
organic
record,
if
any
,
or
private
organic
rules
of
the
surviving
entity
that
will
be
in
effect
immediately
after
the
merger
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
interest
holders
of
the
surviving
entity
under
its
organic
law
or
organic
rules.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
3.
After
a
plan
of
merger
has
been
approved
and
before
a
statement
of
merger
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
merging
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
4.
If
a
plan
of
merger
is
abandoned
after
a
statement
of
merger
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
a
party
to
the
plan,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
merger
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
merger
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
each
party
to
the
plan
of
merger
.
b.
The
date
on
which
the
statement
of
merger
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
merger
has
been
abandoned
in
accordance
with
this
section
.
2023
Acts,
ch
152,
§90,
161
Referred
to
in
§489.208
489.1025
Statement
of
merger
—
effective
date
of
merger
.
1.
A
statement
of
merger
must
be
signed
by
each
merging
entity
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
merger
must
contain
all
of
the
following:
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
each
merging
entity
that
is
not
the
surviving
entity
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
surviving
entity
,
and
if
the
surviving
entity
is
a
foreign
entity
,
the
street
and
mailing
addresses
of
an
office
of
the
surviving
entity
that
the
secretary
of
state
may
use
for
purposes
of
section
489.1026,
subsection
5
.
c.
A
statement
that
the
merger
was
approved
by
each
domestic
merging
entity
,
if
any
,
in
accordance
with
this
part
and
by
each
foreign
merging
entity
,
if
any
,
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
If
the
surviving
entity
exists
before
the
merger
and
is
a
domestic
filing
entity
,
any
amendment
to
its
public
organic
record
approved
as
part
of
the
plan
of
merger
.
e.
If
the
surviving
entity
is
created
by
the
merger
and
is
a
domestic
filing
entity
,
its
public
organic
record,
as
an
attachment.
f
.
If
the
surviving
entity
is
created
by
the
merger
and
is
a
domestic
limited
liability
partnership,
its
statement
of
qualification,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2
,
a
statement
of
merger
may
contain
any
other
provision
not
prohibited
by
law
.
4.
If
the
surviving
entity
is
a
domestic
entity
,
its
public
organic
record,
if
any
,
must
satisfy
the
requirements
of
the
law
of
this
state,
except
that
the
public
organic
record
does
not
need
to
be
signed.
5.
If
the
surviving
entity
is
a
domestic
limited
liability
company
,
the
merger
becomes
effective
when
the
statement
of
merger
is
effective.
In
all
other
cases,
the
merger
becomes
effective
on
the
later
of
the
following:
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1025,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
56
a.
The
date
and
time
provided
by
the
organic
law
of
the
surviving
entity
.
b.
When
the
statement
is
effective.
2023
Acts,
ch
152,
§91,
161
Referred
to
in
§489.1001
489.1026
Effect
of
merger
.
1.
When
a
merger
becomes
effective,
all
of
the
following
apply:
a.
The
surviving
entity
continues
or
comes
into
existence.
b.
Each
merging
entity
that
is
not
the
surviving
entity
ceases
to
exist.
c.
All
property
of
each
merging
entity
vests
in
the
surviving
entity
without
transfer
,
reversion,
or
impairment.
d.
All
debts,
obligations,
and
other
liabilities
of
each
merging
entity
are
debts,
obligations,
and
other
liabilities
of
the
surviving
entity
.
e.
Except
as
otherwise
provided
by
law
or
the
plan
of
merger
,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
each
merging
entity
vest
in
the
surviving
entity
.
f
.
If
the
surviving
entity
exists
before
the
merger
,
all
of
the
following
apply:
(1)
All
its
property
continues
to
be
vested
in
it
without
transfer
,
reversion,
or
impairment.
(2)
It
remains
subject
to
all
its
debts,
obligations,
and
other
liabilities.
(3)
All
its
rights,
privileges,
immunities,
powers,
and
purposes
continue
to
be
vested
in
it.
g.
The
name
of
the
surviving
entity
may
be
substituted
for
the
name
of
any
merging
entity
that
is
a
party
to
any
pending
action
or
proceeding.
h.
If
the
surviving
entity
exists
before
the
merger
,
all
of
the
following
apply:
(1)
Its
public
organic
record,
if
any
,
is
amended
to
the
extent
provided
in
the
statement
of
merger
.
(2)
Its
private
organic
rules
that
are
to
be
in
a
record,
if
any
,
are
amended
to
the
extent
provided
in
the
plan
of
merger
.
i.
If
the
surviving
entity
is
created
by
the
merger
,
its
private
organic
rules
are
effective
and
all
of
the
following
apply:
(1)
If
it
is
a
filing
entity
,
its
public
organic
record
becomes
effective.
(2)
If
it
is
a
limited
liability
partnership,
its
statement
of
qualification
becomes
effective.
j.
The
interests
in
each
merging
entity
which
are
to
be
converted
in
the
merger
are
converted,
and
the
interest
holders
of
those
interests
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
merger
and
to
any
appraisal
rights
they
have
under
section
489.1006
and
the
merging
entity
’s
organic
law
.
2.
Except
as
otherwise
provided
in
the
organic
law
or
organic
rules
of
a
merging
entity
,
the
merger
does
not
give
rise
to
any
rights
that
an
interest
holder
,
governor
,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
merging
entity
.
3.
When
a
merger
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
any
of
the
merging
entities
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
merger
has
interest
holder
liability
only
to
the
extent
provided
by
the
organic
law
of
that
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
merger
becomes
effective.
4.
When
a
merger
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
merging
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
the
following
rules:
a.
The
merger
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
merger
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
merger
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
merger
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter
,
law
other
than
this
chapter
,
or
the
operating
agreement
of
the
domestic
merging
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
merger
had
not
occurred.
5.
When
a
merger
becomes
effective,
a
foreign
entity
that
is
the
surviving
entity
may
be
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

57
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1032
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
debts,
obligations,
or
other
liabilities
of
a
domestic
merging
limited
liability
company
as
provided
in
section
489.119
.
6.
When
a
merger
becomes
effective,
the
registration
to
do
business
in
this
state
of
any
foreign
merging
entity
that
is
not
the
surviving
entity
is
canceled.
2023
Acts,
ch
152,
§92,
161
Referred
to
in
§489.1025
,
489.14607
489.1027
through
489.1030
Reserved.
P
ART
3
INTEREST
EX
CHANGE
Referred
to
in
§489.1001
489.1031
Interest
e
x
change
authorized.
1.
By
complying
with
this
part
,
any
of
the
following
apply:
a.
A
domestic
limited
liability
company
may
acquire
all
of
one
or
more
classes
or
series
of
interests
of
another
domestic
entity
or
a
foreign
entity
in
exchange
for
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
b.
All
of
one
or
more
classes
or
series
of
interests
of
a
domestic
limited
liability
company
may
be
acquired
by
another
domestic
entity
or
a
foreign
entity
in
exchange
for
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
may
be
the
acquiring
or
acquired
entity
in
an
interest
exchange
under
this
part
if
the
interest
exchange
is
authorized
by
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
an
interest
exchange,
the
provision
applies
to
an
interest
exchange
in
which
the
domestic
limited
liability
company
is
the
acquired
entity
as
if
the
interest
exchange
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
2023
Acts,
ch
152,
§93,
161
489.1032
Plan
of
interest
e
x
change.
1.
A
domestic
limited
liability
company
may
be
the
acquired
entity
in
an
interest
exchange
under
this
part
by
approving
a
plan
of
interest
exchange.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
acquired
entity
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
acquiring
entity
.
c.
The
manner
of
converting
the
interests
in
the
acquired
entity
into
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
Any
proposed
amendments
to
all
of
the
following:
(1)
The
certificate
of
organization
of
the
acquired
entity
.
(2)
The
operating
agreement
of
the
acquired
entity
that
are,
or
are
proposed
to
be,
in
a
record.
e.
The
other
terms
and
conditions
of
the
interest
exchange.
f
.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
acquired
entity
.
2.
In
addition
to
the
requirements
of
subsection
1
,
a
plan
of
interest
exchange
may
contain
any
other
provision
not
prohibited
by
law
.
2023
Acts,
ch
152,
§94,
161
Referred
to
in
§489.105
,
489.1001
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1033,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
58
489.1033
Approval
of
interest
e
x
change.
1.
A
plan
of
interest
exchange
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
all
the
members
of
a
domestic
acquired
limited
liability
company
entitled
to
vote
on
or
consent
to
any
matter
.
b.
In
a
record,
by
each
member
of
the
domestic
acquired
limited
liability
company
that
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
interest
exchange
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
an
interest
exchange
or
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
the
affirmative
vote
or
consent
of
fewer
than
all
the
members.
(2)
The
member
consented
in
a
record
to
or
voted
for
that
provision
of
the
operating
agreement
or
became
a
member
after
the
adoption
of
that
provision.
2.
An
interest
exchange
involving
a
domestic
acquired
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
it
is
approved
by
the
domestic
entity
in
accordance
with
its
organic
law
.
3.
An
interest
exchange
involving
a
foreign
acquired
entity
is
not
effective
unless
it
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
4.
Except
as
otherwise
provided
in
its
organic
law
or
organic
rules,
the
interest
holders
of
the
acquiring
entity
are
not
required
to
approve
the
interest
exchange.
2023
Acts,
ch
152,
§95,
161
Referred
to
in
§489.105
489.1034
Amendment
or
abandonment
of
plan
of
interest
e
x
change.
1.
A
plan
of
interest
exchange
may
be
amended
only
with
the
consent
of
each
party
to
the
plan,
except
as
otherwise
provided
in
the
plan.
2.
A
domestic
acquired
limited
liability
company
may
approve
an
amendment
of
a
plan
of
interest
exchange
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
interest
exchange
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
acquired
company
under
the
plan.
(2)
The
certificate
of
organization
or
operating
agreement
of
the
acquired
company
that
will
be
in
effect
immediately
after
the
interest
exchange
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
members
of
the
acquired
company
under
this
chapter
or
the
operating
agreement.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
3.
After
a
plan
of
interest
exchange
has
been
approved
and
before
a
statement
of
interest
exchange
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
acquired
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
4.
If
a
plan
of
interest
exchange
is
abandoned
after
a
statement
of
interest
exchange
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
acquired
limited
liability
company
,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
interest
exchange
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
interest
exchange
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
acquired
limited
liability
company
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

59
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1036
b.
The
date
on
which
the
statement
of
interest
exchange
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
interest
exchange
has
been
abandoned
in
accordance
with
this
section
.
2023
Acts,
ch
152,
§96,
161
Referred
to
in
§489.208
489.1035
Statement
of
interest
e
x
change
—
effective
date
of
interest
e
x
change.
1.
A
statement
of
interest
exchange
must
be
signed
by
a
domestic
acquired
limited
liability
company
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
interest
exchange
must
contain
all
of
the
following:
a.
The
name
of
the
acquired
limited
liability
company
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
acquiring
entity
.
c.
A
statement
that
the
plan
of
interest
exchange
was
approved
by
the
acquired
company
in
accordance
with
this
part
.
d.
Any
amendments
to
the
acquired
company
’s
certificate
of
organization
approved
as
part
of
the
plan
of
interest
exchange.
3.
In
addition
to
the
requirements
of
subsection
2
,
a
statement
of
interest
exchange
may
contain
any
other
provision
not
prohibited
by
law
.
4.
An
interest
exchange
becomes
effective
when
the
statement
of
interest
exchange
is
effective.
2023
Acts,
ch
152,
§97,
161
Referred
to
in
§489.1001
489.1036
Effect
of
interest
e
x
change.
1.
When
an
interest
exchange
in
which
the
acquired
entity
is
a
domestic
limited
liability
company
becomes
effective,
all
of
the
following
apply:
a.
The
interests
in
the
acquired
limited
liability
company
which
are
the
subject
of
the
interest
exchange
are
converted,
and
the
members
holding
those
interests
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
interest
exchange
and
to
any
appraisal
rights
they
have
under
section
489.1006
.
b.
The
acquiring
entity
becomes
the
interest
holder
of
the
interests
in
the
acquired
limited
liability
company
stated
in
the
plan
of
interest
exchange
to
be
acquired
by
the
acquiring
entity
.
c.
The
certificate
of
organization
of
the
acquired
limited
liability
company
is
amended
to
the
extent
provided
in
the
statement
of
interest
exchange.
d.
The
provisions
of
the
operating
agreement
of
the
acquired
limited
liability
company
that
are
to
be
in
a
record,
if
any
,
are
amended
to
the
extent
provided
in
the
plan
of
interest
exchange.
2.
Except
as
otherwise
provided
in
the
operating
agreement
of
a
domestic
acquired
limited
liability
company
,
the
interest
exchange
does
not
give
rise
to
any
rights
that
a
member
,
manager
,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
acquired
limited
liability
company
.
3.
When
an
interest
exchange
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
a
domestic
acquired
limited
liability
company
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
interest
exchange
has
interest
holder
liability
only
to
the
extent
provided
by
the
organic
law
of
the
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
interest
exchange
becomes
effective.
4.
When
an
interest
exchange
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
acquired
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
interest
exchange
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
interest
exchange
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
interest
exchange
becomes
effective.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1036,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
60
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
interest
exchange
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter
,
law
other
than
this
chapter
,
or
the
operating
agreement
of
the
acquired
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
interest
exchange
had
not
occurred.
2023
Acts,
ch
152,
§98,
161
;
2024
Acts,
ch
1125,
§21,
31
481.1037
through
481.1040
Reserved.
P
ART
4
CONVERSION
Referred
to
in
§489.1001
489.1041
Conversion
authorized.
1.
By
complying
with
this
part
,
a
domestic
limited
liability
company
may
become
any
of
the
following:
a.
A
domestic
entity
that
is
a
different
type
of
entity
.
b.
A
foreign
entity
that
is
a
different
type
of
entity
,
if
the
conversion
is
authorized
by
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
entities,
a
foreign
entity
that
is
not
a
foreign
limited
liability
company
may
become
a
domestic
limited
liability
company
if
the
conversion
is
authorized
by
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
a
conversion,
the
provision
applies
to
a
conversion
of
the
limited
liability
company
as
if
the
conversion
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
4.
A
domestic
entity
that
is
not
a
limited
liability
company
may
become
a
domestic
limited
liability
company
if
all
of
the
following
apply:
a.
The
domestic
converting
entity
complies
with
section
489.1043
.
b.
The
domestic
converting
entity
files
a
statement
of
conversion
in
accordance
with
section
489.1045
.
2023
Acts,
ch
152,
§99,
161
489.1042
Plan
of
conversion.
1.
A
domestic
limited
liability
company
may
convert
to
a
different
type
of
entity
under
this
part
by
approving
a
plan
of
conversion.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
converting
limited
liability
company
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity
.
c.
The
manner
of
converting
the
interests
in
the
converting
limited
liability
company
into
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
The
proposed
public
organic
record
of
the
converted
entity
if
it
will
be
a
filing
entity
.
e.
The
full
text
of
the
private
organic
rules
of
the
converted
entity
which
are
proposed
to
be
in
a
record.
f
.
The
other
terms
and
conditions
of
the
conversion.
g.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
converting
limited
liability
company
.
2.
In
addition
to
the
requirements
of
subsection
1
,
a
plan
of
conversion
may
contain
any
other
provision
not
prohibited
by
law
.
2023
Acts,
ch
152,
§100,
161
Referred
to
in
§489.105
,
489.1001
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

61
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1044
489.1043
Approval
of
conversion.
1.
A
plan
of
conversion
is
not
effective
unless
it
has
been
approved
according
to
all
of
the
following:
a.
By
a
domestic
converting
limited
liability
company
,
by
all
the
members
of
the
limited
liability
company
entitled
to
vote
on
or
consent
to
any
matter
.
b.
In
a
record,
by
each
member
of
a
domestic
converting
limited
liability
company
which
will
have
interest
holder
liability
for
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
conversion
becomes
effective,
unless
all
of
the
following
apply:
(1)
The
operating
agreement
of
the
limited
liability
company
provides
in
a
record
for
the
approval
of
a
conversion
or
a
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
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
conversion
involving
a
domestic
converting
entity
that
is
not
a
limited
liability
company
is
not
effective
unless
it
is
approved
by
the
domestic
converting
entity
in
accordance
with
its
organic
law
.
3.
A
conversion
of
a
foreign
converting
entity
is
not
effective
unless
it
is
approved
by
the
foreign
entity
in
accordance
with
the
law
of
the
foreign
entity
’s
jurisdiction
of
formation.
2023
Acts,
ch
152,
§101,
161
Referred
to
in
§489.105
,
489.1001
,
489.1041
489.1044
Amendment
or
abandonment
of
plan
of
conversion.
1.
A
plan
of
conversion
of
a
domestic
converting
limited
liability
company
may
be
amended
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
conversion
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
converting
limited
liability
company
under
the
plan.
(2)
The
public
organic
record,
if
any
,
or
private
organic
rules
of
the
converted
entity
which
will
be
in
effect
immediately
after
the
conversion
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
interest
holders
of
the
converted
entity
under
its
organic
law
or
organic
rules.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
2.
After
a
plan
of
conversion
has
been
approved
by
a
domestic
converting
limited
liability
company
and
before
a
statement
of
conversion
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
converting
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
3.
If
a
plan
of
conversion
is
abandoned
after
a
statement
of
conversion
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
converting
entity
,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
conversion
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
conversion
is
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
converting
limited
liability
company
.
b.
The
date
on
which
the
statement
of
conversion
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
conversion
has
been
abandoned
in
accordance
with
this
section
.
2023
Acts,
ch
152,
§102,
161
Referred
to
in
§489.208
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1045,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
62
489.1045
Statement
of
conversion
—
effective
date
of
conversion.
1.
A
statement
of
conversion
must
be
signed
by
the
converting
entity
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
conversion
must
contain
all
of
the
following:
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converting
entity
.
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
of
the
converted
entity
and
if
the
converted
entity
is
a
foreign
entity
,
the
street
and
mailing
addresses
of
an
office
of
the
converted
entity
that
the
secretary
of
state
may
use
for
purposes
of
section
489.1046,
subsection
5
.
c.
If
the
converting
entity
is
a
domestic
limited
liability
company
,
a
statement
that
the
plan
of
conversion
was
approved
in
accordance
with
this
part
or
,
if
the
converting
entity
is
a
foreign
entity
,
a
statement
that
the
conversion
was
approved
by
the
foreign
entity
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
If
the
converted
entity
is
a
domestic
filing
entity
,
its
public
organic
record,
as
an
attachment.
e.
If
the
converted
entity
is
a
domestic
limited
liability
partnership,
its
statement
of
qualification,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2
,
a
statement
of
conversion
may
contain
any
other
provision
not
prohibited
by
law
.
4.
If
the
converted
entity
is
a
domestic
entity
,
its
public
organic
record,
if
any
,
must
satisfy
the
requirements
of
the
law
of
this
state,
except
that
the
public
organic
record
does
not
need
to
be
signed.
5.
If
the
converted
entity
is
a
domestic
limited
liability
company
,
the
conversion
becomes
effective
when
the
statement
of
conversion
is
effective.
In
all
other
cases,
the
conversion
becomes
effective
on
the
later
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
converted
entity
.
b.
When
the
statement
is
effective.
2023
Acts,
ch
152,
§103,
161
Referred
to
in
§489.1001
,
489.1041
489.1046
Effect
of
conversion.
1.
When
a
conversion
becomes
effective
all
of
the
following
apply:
a.
The
converted
entity
is
any
of
the
following:
(1)
Organized
under
and
subject
to
the
organic
law
of
the
converted
entity
.
(2)
The
same
entity
without
interruption
as
the
converting
entity
.
b.
All
property
of
the
converting
entity
continues
to
be
vested
in
the
converted
entity
without
transfer
,
reversion,
or
impairment.
c.
All
debts,
obligations,
and
other
liabilities
of
the
converting
entity
continue
as
debts,
obligations,
and
other
liabilities
of
the
converted
entity
.
d.
Except
as
otherwise
provided
by
law
or
the
plan
of
conversion,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
the
converting
entity
remain
in
the
converted
entity
.
e.
The
name
of
the
converted
entity
may
be
substituted
for
the
name
of
the
converting
entity
in
any
pending
action
or
proceeding.
f
.
The
certificate
of
organization
of
the
converted
entity
becomes
effective.
g.
The
provisions
of
the
operating
agreement
of
the
converted
entity
which
are
to
be
in
a
record,
if
any
,
approved
as
part
of
the
plan
of
conversion
become
effective.
h.
The
interests
in
the
converting
entity
are
converted,
and
the
interest
holders
of
the
converting
entity
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
conversion
and
to
any
appraisal
rights
they
have
under
section
489.1006
.
2.
Except
as
otherwise
provided
in
the
operating
agreement
of
a
domestic
converting
limited
liability
company
,
the
conversion
does
not
give
rise
to
any
rights
that
a
member
,
manager
,
or
third
party
would
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
converting
entity
.
3.
When
a
conversion
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
the
converting
entity
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
entity
as
a
result
of
the
conversion
has
interest
holder
liability
only
to
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

63
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1052
the
extent
provided
by
the
organic
law
of
the
entity
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
conversion
becomes
effective.
4.
When
a
conversion
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
converting
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
conversion
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
conversion
became
effective.
b.
The
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
arises
after
the
conversion
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
conversion
had
not
occurred.
d.
The
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter
,
law
other
than
this
chapter
,
or
the
organic
rules
of
the
converting
entity
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
conversion
had
not
occurred.
5.
When
a
conversion
becomes
effective,
a
foreign
entity
that
is
the
converted
entity
may
be
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
of
its
debts,
obligations,
and
other
liabilities
as
provided
in
section
489.119
.
6.
If
the
converting
entity
is
a
registered
foreign
entity
,
its
registration
to
do
business
in
this
state
is
canceled
when
the
conversion
becomes
effective.
7.
A
conversion
does
not
require
the
entity
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
dissolution
of
the
entity
.
2023
Acts,
ch
152,
§104,
161
Referred
to
in
§489.1045
489.1047
through
489.1050
Reserved.
P
ART
5
DOMESTICA
TION
Referred
to
in
§489.1001
489.1051
Domestication
authorized.
1.
By
complying
with
this
part
,
a
domestic
limited
liability
company
may
become
a
foreign
limited
liability
company
if
the
domestication
is
authorized
by
the
law
of
the
foreign
jurisdiction.
2.
By
complying
with
the
provisions
of
this
part
applicable
to
foreign
limited
liability
companies,
a
foreign
limited
liability
company
may
become
a
domestic
limited
liability
company
if
the
domestication
is
authorized
by
the
law
of
the
foreign
limited
liability
company
’s
jurisdiction
of
formation.
3.
If
a
protected
agreement
contains
a
provision
that
applies
to
a
merger
of
a
domestic
limited
liability
company
but
does
not
refer
to
a
domestication,
the
provision
applies
to
a
domestication
of
the
limited
liability
company
as
if
the
domestication
were
a
merger
until
the
provision
is
amended
on
or
after
January
1,
2009.
2023
Acts,
ch
152,
§105,
161
489.1052
Plan
of
domestication.
1.
A
domestic
limited
liability
company
may
become
a
foreign
limited
liability
company
in
a
domestication
by
approving
a
plan
of
domestication.
The
plan
must
be
in
a
record
and
contain
all
of
the
following:
a.
The
name
of
the
domesticating
limited
liability
company
.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
limited
liability
company
.
c.
The
manner
of
converting
the
interests
in
the
domesticating
limited
liability
company
into
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing.
d.
The
proposed
certificate
of
organization
of
the
domesticated
limited
liability
company
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1052,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
64
e.
The
full
text
of
the
provisions
of
the
operating
agreement
of
the
domesticated
limited
liability
company
that
are
proposed
to
be
in
a
record.
f
.
The
other
terms
and
conditions
of
the
domestication.
g.
Any
other
provision
required
by
the
law
of
this
state
or
the
operating
agreement
of
the
domesticating
limited
liability
company
.
2.
In
addition
to
the
requirements
of
subsection
1
,
a
plan
of
domestication
may
contain
any
other
provision
not
prohibited
by
law
.
2023
Acts,
ch
152,
§106,
161
Referred
to
in
§489.105
,
489.1001
489.1053
Approval
of
domestication.
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.
In
a
record,
by
each
member
that
will
have
interest
holder
liability
for
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
liability
company
in
a
record
provides
for
the
approval
of
a
domestication
or
merger
in
which
some
or
all
of
its
members
become
subject
to
interest
holder
liability
by
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
is
not
effective
unless
it
is
approved
in
accordance
with
the
law
of
the
foreign
limited
liability
company
’s
jurisdiction
of
formation.
2023
Acts,
ch
152,
§107,
161
Referred
to
in
§489.105
,
489.1001
489.1054
Amendment
or
abandonment
of
plan
of
domestication.
1.
A
plan
of
domestication
of
a
domestic
domesticating
limited
liability
company
may
be
amended
according
to
any
of
the
following:
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
does
not
provide
for
the
manner
in
which
it
may
be
amended.
b.
By
its
managers
or
members
in
the
manner
provided
in
the
plan,
but
a
member
that
was
entitled
to
vote
on
or
consent
to
approval
of
the
domestication
is
entitled
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
change
any
of
the
following:
(1)
The
amount
or
kind
of
interests,
securities,
obligations,
money
,
other
property
,
rights
to
acquire
interests
or
securities,
or
any
combination
of
the
foregoing,
to
be
received
by
any
of
the
members
of
the
domesticating
limited
liability
company
under
the
plan.
(2)
The
certificate
of
organization
or
operating
agreement
of
the
domesticated
limited
liability
company
that
will
be
in
effect
immediately
after
the
domestication
becomes
effective,
except
for
changes
that
do
not
require
approval
of
the
members
of
the
domesticated
limited
liability
company
under
its
organic
law
or
operating
agreement.
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
change
would
adversely
affect
the
member
in
any
material
respect.
2.
After
a
plan
of
domestication
has
been
approved
by
a
domestic
domesticating
limited
liability
company
and
before
a
statement
of
domestication
becomes
effective,
the
plan
may
be
abandoned
as
provided
in
the
plan.
Unless
prohibited
by
the
plan,
a
domestic
domesticating
limited
liability
company
may
abandon
the
plan
in
the
same
manner
as
the
plan
was
approved.
3.
If
a
plan
of
domestication
is
abandoned
after
a
statement
of
domestication
has
been
delivered
to
the
secretary
of
state
for
filing
and
before
the
statement
becomes
effective,
a
statement
of
abandonment,
signed
by
the
domesticating
limited
liability
company
,
must
be
delivered
to
the
secretary
of
state
for
filing
before
the
statement
of
domestication
becomes
effective.
The
statement
of
abandonment
takes
effect
on
filing,
and
the
domestication
is
T
ue
Dec
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22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

65
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1056
abandoned
and
does
not
become
effective.
The
statement
of
abandonment
must
contain
all
of
the
following:
a.
The
name
of
the
domesticating
limited
liability
company
.
b.
The
date
on
which
the
statement
of
domestication
was
filed
by
the
secretary
of
state.
c.
A
statement
that
the
domestication
has
been
abandoned
in
accordance
with
this
section
.
2023
Acts,
ch
152,
§108,
161
Referred
to
in
§489.208
489.1055
Statement
of
domestication
—
effective
date
of
domestication.
1.
A
statement
of
domestication
must
be
signed
by
the
domesticating
limited
liability
company
and
delivered
to
the
secretary
of
state
for
filing.
2.
A
statement
of
domestication
must
contain
all
of
the
following:
a.
The
name
and
jurisdiction
of
formation
of
the
domesticating
limited
liability
company
.
b.
The
name
and
jurisdiction
of
formation
of
the
domesticated
limited
liability
company
and
the
street
and
mailing
addresses
of
an
office
of
the
domesticated
limited
liability
company
that
the
secretary
of
state
may
use
for
purposes
of
section
489.1056,
subsection
5
.
c.
If
the
domesticating
limited
liability
company
is
a
domestic
limited
liability
company
,
a
statement
that
the
plan
of
domestication
was
approved
in
accordance
with
this
part
or
,
if
the
domesticating
limited
liability
company
is
a
foreign
limited
liability
company
,
a
statement
that
the
domestication
was
approved
in
accordance
with
the
law
of
its
jurisdiction
of
formation.
d.
The
certificate
of
organization
of
the
domesticated
limited
liability
company
,
as
an
attachment.
3.
In
addition
to
the
requirements
of
subsection
2
,
a
statement
of
domestication
may
contain
any
other
provision
not
prohibited
by
law
.
4.
The
certificate
of
organization
of
a
domestic
domesticated
limited
liability
company
must
satisfy
the
requirements
of
this
chapter
,
but
the
certificate
does
not
need
to
be
signed.
5.
If
the
domesticated
entity
is
a
domestic
limited
liability
company
,
the
domestication
becomes
effective
when
the
statement
of
domestication
is
effective.
If
the
domesticated
entity
is
a
foreign
limited
liability
company
,
the
domestication
becomes
effective
on
the
later
of
all
of
the
following:
a.
The
date
and
time
provided
by
the
organic
law
of
the
domesticated
entity
.
b.
When
the
statement
is
effective.
2023
Acts,
ch
152,
§109,
161
Referred
to
in
§489.1001
489.1056
Effect
of
domestication.
1.
When
a
domestication
becomes
effective,
all
of
the
following
apply:
a.
The
domesticated
entity
is
all
of
the
following:
(1)
Organized
under
and
subject
to
the
organic
law
of
the
domesticated
entity
.
(2)
The
same
entity
without
interruption
as
the
domesticating
entity
.
b.
All
property
of
the
domesticating
entity
continues
to
be
vested
in
the
domesticated
entity
without
transfer
,
reversion,
or
impairment.
c.
All
debts,
obligations,
and
other
liabilities
of
the
domesticating
entity
continue
as
debts,
obligations,
and
other
liabilities
of
the
domesticated
entity
.
d.
Except
as
otherwise
provided
by
law
or
the
plan
of
domestication,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
the
domesticating
entity
remain
in
the
domesticated
entity
.
e.
The
name
of
the
domesticated
entity
may
be
substituted
for
the
name
of
the
domesticating
entity
in
any
pending
action
or
proceeding.
f
.
The
certificate
of
organization
of
the
domesticated
entity
becomes
effective.
g.
The
provisions
of
the
operating
agreement
of
the
domesticated
entity
that
are
to
be
in
a
record,
if
any
,
approved
as
part
of
the
plan
of
domestication
become
effective.
h.
The
interests
in
the
domesticating
entity
are
converted
to
the
extent
and
as
approved
in
connection
with
the
domestication,
and
the
members
of
the
domesticating
entity
are
entitled
only
to
the
rights
provided
to
them
under
the
plan
of
domestication
and
to
any
appraisal
rights
they
have
under
section
489.1006
.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1056,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
66
2.
Except
as
otherwise
provided
in
the
organic
law
or
operating
agreement
of
the
domesticating
limited
liability
company
,
the
domestication
does
not
give
rise
to
any
rights
that
a
member
,
manager
,
or
third
party
would
otherwise
have
upon
a
dissolution,
liquidation,
or
winding
up
of
the
domesticating
company
.
3.
When
a
domestication
becomes
effective,
a
person
that
did
not
have
interest
holder
liability
with
respect
to
the
domesticating
limited
liability
company
and
becomes
subject
to
interest
holder
liability
with
respect
to
a
domestic
limited
liability
company
as
a
result
of
the
domestication
has
interest
holder
liability
only
to
the
extent
provided
by
this
chapter
and
only
for
those
debts,
obligations,
and
other
liabilities
that
are
incurred
after
the
domestication
becomes
effective.
4.
When
a
domestication
becomes
effective,
the
interest
holder
liability
of
a
person
that
ceases
to
hold
an
interest
in
a
domestic
domesticating
limited
liability
company
with
respect
to
which
the
person
had
interest
holder
liability
is
subject
to
all
of
the
following
rules:
a.
The
domestication
does
not
discharge
any
interest
holder
liability
under
this
chapter
to
the
extent
the
interest
holder
liability
was
incurred
before
the
domestication
became
effective.
b.
A
person
does
not
have
interest
holder
liability
under
this
chapter
for
any
debt,
obligation,
or
other
liability
that
is
incurred
after
the
domestication
becomes
effective.
c.
This
chapter
continues
to
apply
to
the
release,
collection,
or
discharge
of
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
domestication
had
not
occurred.
d.
A
person
has
whatever
rights
of
contribution
from
any
other
person
as
are
provided
by
this
chapter
,
law
other
than
this
chapter
,
or
the
operating
agreement
of
the
domestic
domesticating
limited
liability
company
with
respect
to
any
interest
holder
liability
preserved
under
paragraph
“a”
as
if
the
domestication
had
not
occurred.
5.
When
a
domestication
becomes
effective,
a
foreign
limited
liability
company
that
is
the
domesticated
company
may
be
served
with
process
in
this
state
for
the
collection
and
enforcement
of
any
of
its
debts,
obligations,
and
other
liabilities
as
provided
in
section
489.119
.
6.
If
the
domesticating
limited
liability
company
is
a
registered
foreign
entity
,
the
registration
of
the
limited
liability
company
is
canceled
when
the
domestication
becomes
effective.
7.
A
domestication
does
not
require
a
domestic
domesticating
limited
liability
company
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
dissolution
of
the
limited
liability
company
.
2023
Acts,
ch
152,
§110,
161
Referred
to
in
§489.1055
489.1057
through
489.1100
Reserved.
SUBCHAPTER
XI
PROFESSIONAL
LIMITED
LIABILITY
COMP
ANIES
Referred
to
in
§542.7
489.1101
Definitions.
As
used
in
this
subchapter
,
unless
the
context
otherwise
requires:
1.
“Employee”
or
“agent”
does
not
include
a
clerk,
stenographer
,
secretary
,
bookkeeper
,
technician,
or
other
person
who
is
not
usually
and
ordinarily
considered
by
custom
and
practice
to
be
practicing
a
profession
nor
any
other
person
who
performs
all
that
person
’s
duties
for
the
professional
limited
liability
company
under
the
direct
supervision
and
control
of
one
or
more
managers,
employees,
or
agents
of
the
professional
limited
liability
company
who
are
duly
licensed
in
this
state
to
practice
a
profession
which
the
limited
liability
company
is
authorized
to
practice
in
this
state.
This
subchapter
does
not
require
any
such
persons
to
be
licensed
to
practice
a
profession
if
they
are
not
required
to
be
licensed
under
any
other
law
of
this
state.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

67
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1102
2.
“F
oreign
professional
limited
liability
company
”
means
a
limited
liability
company
organized
under
laws
other
than
the
laws
of
this
state
for
a
purpose
for
which
a
professional
limited
liability
company
may
be
organized
under
this
subchapter
.
3.
“Licensed”
includes
registered,
certified,
admitted
to
practice,
or
otherwise
legally
authorized
under
the
laws
of
this
state.
4.
“P
rofession
”
means
the
following
professions:
a.
Certified
public
accountancy
.
b.
Architecture.
c.
Chiropractic.
d.
Dentistry
.
e.
Physical
therapy
.
f
.
P
ractice
as
a
physician
assistant.
g.
Psychology
.
h.
P
rofessional
engineering.
i.
Land
surveying.
j.
Landscape
architecture.
k.
Law
.
l.
Medicine
and
surgery
.
m.
Optometry
.
n.
Osteopathic
medicine
and
surgery
.
o
.
Accounting
practitioner
.
p.
P
odiatry
.
q.
Real
estate
brokerage.
r
.
Speech
pathology
.
s.
A
udiology
.
t.
V
eterinary
medicine.
u.
Pharmacy
.
v
.
Nursing.
w
.
Marital
and
family
therapy
or
mental
health
counseling,
provided
that
the
marital
and
family
therapist
or
mental
health
counselor
is
licensed
under
chapters
147
and
154D
.
x.
Social
work,
provided
that
the
social
worker
is
licensed
pursuant
to
chapter
147
and
section
154C.3,
subsection
1
,
paragraph
“c”
.
5.
“P
rofessional
limited
liability
company
”
means
a
limited
liability
company
subject
to
this
subchapter
,
except
a
foreign
professional
limited
liability
company
.
6.
“Regulating
board”
means
any
board,
commission,
court,
or
governmental
authority
which,
under
the
laws
of
this
state,
is
charged
with
the
licensing,
registration,
certification,
admission
to
practice,
or
other
legal
authorization
of
the
practitioners
of
any
profession.
7.
a.
“
V
oluntary
transfer”
includes
a
sale,
voluntary
assignment,
gift,
pledge,
or
encumbrance;
a
voluntary
change
of
legal
or
equitable
ownership
or
beneficial
interest;
or
a
voluntary
change
of
persons
having
voting
rights
with
respect
to
any
transferable
interest,
except
as
proxies.
b.
“
V
oluntary
transfer”
does
not
include
a
transfer
of
an
individual’s
interest
in
a
limited
liability
company
or
other
property
to
a
guardian
or
conservator
appointed
for
that
individual
or
the
individual’s
property
.
2008
Acts,
ch
1088,
§141
;
2008
Acts,
ch
1162,
§87,
155
;
2011
Acts,
ch
1,
§1,
5,
6
;
2018
Acts,
ch
1066,
§1,
5
;
2019
Acts,
ch
24,
§72
;
2023
Acts,
ch
152,
§111,
161
489.1102
Purposes
and
powers.
1.
A
professional
limited
liability
company
shall
be
organized
only
for
the
purpose
of
engaging
in
the
practice
of
one
specific
profession,
or
two
or
more
specific
professions
which
could
lawfully
be
practiced
in
combination
by
a
licensed
individual
or
a
partnership
of
licensed
individuals,
and
for
the
additional
purpose
of
doing
all
lawful
things
which
may
be
incidental
to
or
necessary
or
convenient
in
connection
with
the
practice
of
the
profession
or
professions.
The
certificate
of
organization
of
a
professional
limited
liability
company
shall
state
in
substance
that
the
purposes
for
which
the
professional
limited
liability
company
is
organized
are
to
engage
in
the
general
practice
of
a
specified
profession
or
professions,
or
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1102,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
68
one
or
more
specified
branches
or
divisions
thereof,
and
to
do
all
lawful
things
which
may
be
incidental
to
or
necessary
or
convenient
in
connection
with
the
practice
of
the
profession
or
professions.
2.
a.
F
or
purposes
of
this
section
,
medicine
and
surgery
,
osteopathic
medicine
and
surgery
,
and
practice
as
a
physician
assistant
shall
be
deemed
to
be
professions
which
could
lawfully
be
practiced
in
combination
by
licensed
individuals
or
a
partnership
of
licensed
individuals.
b.
Nothing
in
this
section
shall
be
construed
to
expand
the
scope
of
practice
of
a
physician
assistant.
c.
F
or
purposes
of
this
section
,
marital
and
family
therapy
,
mental
health
counseling,
psychology
,
and
social
work
shall
be
deemed
to
be
professions
which
could
lawfully
be
practiced
in
combination
by
licensed
individuals
or
a
partnership
of
licensed
individuals.
2008
Acts,
ch
1162,
§88,
155
;
2011
Acts,
ch
1,
§2,
5,
6
;
2018
Acts,
ch
1066,
§2,
5
;
2023
Acts,
ch
73,
§22
Referred
to
in
§489.1105
,
489.1114
489.1103
Name.
The
name
of
a
professional
limited
liability
company
,
the
name
of
a
foreign
professional
limited
liability
company
or
its
name
as
modified
for
use
in
this
state,
and
any
fictitious
name
or
trade
name
adopted
by
a
professional
limited
liability
company
or
foreign
professional
limited
liability
company
shall
contain
the
words
“P
rofessional
Limited
Company
”,
“P
rofessional
Limited
Liability
Company
”,
or
the
abbreviation
“P
.L.C.”,
“PLC”,
“P
.L.L.C.”,
or
“PLLC”,
and
except
for
the
addition
of
such
words
or
abbreviation,
shall
be
a
name
which
could
lawfully
be
used
by
a
licensed
individual
or
by
a
partnership
of
licensed
individuals
in
the
practice
in
this
state
of
a
profession
which
the
professional
limited
liability
company
is
authorized
to
practice.
Each
regulating
board
may
by
rule
adopt
additional
requirements
as
to
the
corporate
names
and
fictitious
or
trade
names
of
professional
limited
liability
companies
and
foreign
professional
limited
liability
companies
which
are
authorized
to
practice
a
profession
which
is
within
the
jurisdiction
of
the
regulating
board.
2008
Acts,
ch
1162,
§89,
155
;
2011
Acts,
ch
56,
§3,
5,
6
;
2016
Acts,
ch
1097,
§21
489.1104
Who
may
organize.
One
or
more
individuals
having
capacity
to
contract
and
licensed
to
practice
a
profession
in
this
state
in
which
the
professional
limited
liability
company
is
to
be
authorized
to
practice,
may
organize
a
professional
limited
liability
company
.
2008
Acts,
ch
1162,
§90,
155
489.1105
P
ractice
by
professional
limited
liability
company
.
1.
Notwithstanding
any
other
statute
or
rule
of
law
,
a
professional
limited
liability
company
may
practice
a
profession,
but
may
do
so
in
this
state
only
through
a
member
,
manager
,
employee,
or
agent,
who
is
licensed
to
practice
the
same
profession
in
this
state.
In
its
practice
of
a
profession,
a
professional
limited
liability
company
shall
not
do
any
act
which
could
not
lawfully
be
done
by
an
individual
licensed
to
practice
the
profession
which
the
professional
limited
liability
company
is
authorized
to
practice.
2.
a.
This
section
shall
not
prohibit
persons
practicing
medicine
and
surgery
,
persons
practicing
osteopathic
medicine
and
surgery
,
or
persons
practicing
as
physician
assistants
from
practicing
their
respective
professions
in
lawful
combination
pursuant
to
section
489.1102
.
b.
Nothing
in
this
section
shall
be
construed
to
expand
the
scope
of
practice
of
a
physician
assistant.
c.
F
or
purposes
of
this
section
,
marital
and
family
therapy
,
mental
health
counseling,
psychology
,
and
social
work
shall
be
deemed
to
be
professions
which
could
lawfully
be
practiced
in
combination
by
licensed
individuals
or
a
partnership
of
licensed
individuals.
2008
Acts,
ch
1162,
§91,
155
;
2011
Acts,
ch
1,
§3,
5,
6
;
2020
Acts,
ch
1063,
§268
;
2023
Acts,
ch
73,
§23
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

69
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1110
489.1106
P
rofessional
regulation.
A
professional
limited
liability
company
shall
not
be
required
to
register
with
or
to
obtain
any
license,
registration,
certificate,
or
other
legal
authorization
from
a
regulating
board
in
order
to
practice
a
profession.
Except
as
provided
in
this
section
,
this
subchapter
does
not
restrict
or
limit
in
any
manner
the
authority
or
duties
of
any
regulating
board
with
respect
to
an
individual
practicing
a
profession
which
is
within
the
jurisdiction
of
the
regulating
board,
even
if
the
individual
is
a
member
,
manager
,
employee,
or
agent
of
a
professional
limited
liability
company
or
foreign
professional
limited
liability
company
and
practices
the
individual’s
profession
through
such
professional
limited
liability
company
.
2008
Acts,
ch
1162,
§92,
155
;
2023
Acts,
ch
152,
§112,
161
489.1107
Relationship
and
liability
to
persons
ser
ved.
This
subchapter
does
not
modify
any
law
applicable
to
the
relationship
between
an
individual
practicing
a
profession
and
a
person
receiving
professional
services,
including
but
not
limited
to
any
liability
arising
out
of
such
practice
or
any
law
respecting
privileged
communications.
This
subchapter
does
not
modify
or
affect
the
ethical
standards
or
standards
of
conduct
of
any
profession,
including
but
not
limited
to
any
standards
prohibiting
or
limiting
the
practice
of
the
profession
by
a
limited
liability
company
or
prohibiting
or
limiting
the
practice
of
two
or
more
professions
in
combination.
All
such
standards
shall
apply
to
the
members,
managers,
employees,
and
agents
through
whom
a
professional
limited
liability
company
practices
any
profession
in
this
state,
to
the
same
extent
that
the
standards
apply
to
an
individual
practitioner
.
2008
Acts,
ch
1162,
§93,
155
;
2023
Acts,
ch
152,
§113,
161
489.1108
Issuance
of
interests.
An
interest
of
a
professional
limited
liability
company
shall
be
issued
only
to
an
individual
who
is
licensed
to
practice
in
any
state
a
profession
which
the
professional
limited
liability
company
is
authorized
to
practice.
Interests
of
a
professional
limited
liability
company
shall
not
at
any
time
be
issued
in,
transferred
into
,
or
held
in
joint
tenancy
,
tenancy
in
common,
or
any
other
form
of
joint
ownership
or
co
-
ownership.
Chapter
502
shall
not
be
applicable
to
nor
govern
any
transaction
relating
to
any
interests
of
a
professional
limited
liability
company
.
2008
Acts,
ch
1162,
§94,
155
489.1109
Assignment
of
interests.
A
member
or
other
person
shall
not
make
a
voluntary
assignment
of
an
interest
in
a
professional
limited
liability
company
to
any
person,
except
to
the
professional
limited
liability
company
or
to
an
individual
who
is
licensed
to
practice
in
this
state
a
profession
which
the
limited
liability
company
is
authorized
to
practice.
The
certificate
of
organization
or
operating
agreement
of
the
professional
limited
liability
company
may
contain
any
additional
provisions
restricting
the
assignment
of
interests.
Unless
the
certificate
of
organization
or
an
operating
agreement
otherwise
provides,
a
voluntary
assignment
requires
the
unanimous
consent
of
the
members.
2008
Acts,
ch
1162,
§95,
155
489.1110
Convertible
interests
—
rights
and
options.
A
professional
limited
liability
company
shall
not
create
or
issue
any
interest
convertible
into
an
interest
of
the
professional
limited
liability
company
.
The
provisions
of
this
subchapter
with
respect
to
the
issuance
and
transfer
of
interests
apply
to
the
creation,
issuance,
and
transfer
of
any
right
or
option
entitling
the
holder
to
purchase
from
a
professional
limited
liability
company
any
interest
of
the
professional
limited
liability
company
.
A
right
or
option
shall
not
be
transferable,
whether
voluntarily
,
involuntarily
,
by
operation
of
law
,
or
in
any
other
manner
.
Upon
the
death
of
the
holder
,
or
when
the
holder
ceases
to
be
licensed
to
practice
a
profession
in
this
state
which
the
professional
limited
liability
company
is
authorized
to
practice,
the
right
or
option
shall
expire.
2008
Acts,
ch
1162,
§96,
155
;
2023
Acts,
ch
152,
§114,
161
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1111,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
70
489.1111
V
oting
tr
ust
—
pro
xy
.
A
member
of
a
professional
limited
liability
company
shall
not
create
or
enter
into
a
voting
trust
or
any
other
agreement
conferring
upon
any
other
person
the
right
to
vote
or
otherwise
represent
any
interests
of
a
professional
limited
liability
company
,
and
no
such
voting
trust
or
agreement
is
valid
or
effective.
Any
proxy
of
a
member
of
a
professional
limited
liability
company
shall
be
an
individual
licensed
to
practice
a
profession
in
this
state
which
the
professional
limited
liability
company
is
authorized
to
practice.
Any
provision
in
any
proxy
instrument
denying
the
right
of
the
member
to
revoke
the
proxy
at
any
time
or
for
any
period
of
time
is
not
valid
or
effective.
This
section
does
not
otherwise
limit
the
right
of
a
member
to
vote
by
proxy
,
but
the
certificate
of
organization
or
operating
agreement
of
the
professional
limited
liability
company
may
further
limit
or
deny
the
right
to
vote
by
proxy
.
2008
Acts,
ch
1162,
§97,
155
489.1112
Required
purchase
by
professional
limited
liability
company
of
its
own
interests.
1.
Notwithstanding
any
other
statute
or
rule
of
law
,
a
professional
limited
liability
company
shall
purchase
its
own
interests
as
provided
in
this
section
;
and
a
member
of
a
professional
limited
liability
company
and
the
member
’s
executor
,
administrator
,
legal
representative,
and
successors
in
interest,
shall
sell
and
transfer
the
interests
held
by
them
as
provided
in
this
section
.
2.
Upon
the
death
of
a
member
,
the
professional
limited
liability
company
shall
immediately
purchase
all
interests
held
by
the
deceased
member
.
3.
In
order
to
remain
a
member
of
a
professional
limited
liability
company
,
the
member
shall
at
all
times
be
licensed
to
practice
in
this
state
a
profession
which
the
professional
limited
liability
company
is
authorized
to
practice.
When
a
member
does
not
have
or
ceases
to
have
this
qualification,
the
professional
limited
liability
company
shall
immediately
purchase
all
interests
held
by
that
member
.
4.
When
a
person
other
than
a
member
of
record
becomes
entitled
to
have
interests
of
a
professional
limited
liability
company
transferred
into
that
person
’s
name
or
to
exercise
voting
rights,
except
as
a
proxy
,
with
respect
to
interests
of
the
professional
limited
liability
company
,
the
professional
limited
liability
company
shall
immediately
purchase
the
interests.
W
ithout
limiting
the
generality
of
the
foregoing,
this
section
shall
be
applicable
whether
the
event
occurs
as
a
result
of
appointment
of
a
guardian
or
conservator
for
a
member
or
the
member
’s
property
,
transfer
of
interests
by
operation
of
law
,
involuntary
transfer
of
interests,
judicial
proceeding,
execution,
levy
,
bankruptcy
proceeding,
receivership
proceeding,
foreclosure
or
enforcement
of
a
pledge
or
encumbrance,
or
any
other
situation
or
occurrence.
However
,
this
section
does
not
apply
to
any
voluntary
transfer
of
interests
as
defined
in
this
subchapter
.
5.
Interests
purchased
by
a
professional
limited
liability
company
under
this
section
shall
be
transferred
to
the
professional
limited
liability
company
as
of
the
close
of
business
on
the
date
of
the
death
or
other
event
which
requires
purchase.
The
member
and
the
member
’s
executors,
administrators,
legal
representatives,
or
successors
in
interest,
shall
promptly
do
all
things
which
may
be
necessary
or
convenient
to
cause
transfer
to
be
made
as
of
the
transfer
date.
However
,
the
interests
shall
promptly
be
transferred
on
the
books
and
records
of
the
professional
limited
liability
company
as
of
the
transfer
date,
notwithstanding
any
delay
in
transferring
or
surrendering
the
interests
or
certificates
representing
the
interests,
and
the
transfer
shall
be
valid
and
effective
for
all
purposes
as
of
the
close
of
business
on
the
transfer
date.
The
purchase
price
for
such
interests
shall
be
paid
as
provided
in
this
subchapter
,
but
the
transfer
of
interests
to
the
professional
limited
liability
company
as
provided
in
this
section
shall
not
be
delayed
or
affected
by
any
delay
or
default
in
making
payment.
6.
a.
Notwithstanding
subsections
1
through
5
,
purchase
by
the
professional
limited
liability
company
is
not
required
upon
the
occurrence
of
any
event
other
than
death
of
a
member
,
if
the
professional
limited
liability
company
is
dissolved
within
sixty
days
after
the
occurrence
of
the
event
or
voluntarily
elects
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
pursuant
to
section
489.1119
within
sixty
days
after
the
occurrence
of
the
event.
The
certificate
of
organization
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

71
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1112
or
operating
agreement
of
the
professional
limited
liability
company
may
provide
that
purchase
is
not
required
upon
the
death
of
a
member
,
if
the
professional
limited
liability
company
is
dissolved
within
sixty
days
after
the
date
of
the
member
’s
death.
b.
Notwithstanding
subsections
1
through
5
,
purchase
by
the
professional
limited
liability
company
is
not
required
upon
the
death
of
a
member
if
the
professional
limited
liability
company
voluntarily
elects
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
pursuant
to
section
489.1119
within
sixty
days
after
death.
7.
Unless
otherwise
provided
in
the
certificate
of
organization
or
an
operating
agreement
of
the
professional
limited
liability
company
or
in
an
agreement
among
all
members
of
the
professional
limited
liability
company
,
all
of
the
following
apply:
a.
The
purchase
price
for
interests
shall
be
its
book
value
as
of
the
end
of
the
month
immediately
preceding
the
death
or
other
event
which
requires
purchase.
Book
value
shall
be
determined
from
the
books
and
records
of
the
professional
limited
liability
company
in
accordance
with
the
regular
method
of
accounting
used
by
the
professional
limited
liability
company
,
uniformly
and
consistently
applied.
Adjustments
to
book
value
shall
be
made,
if
necessary
,
to
take
into
account
work
in
process
and
accounts
receivable.
A
final
determination
of
book
value
made
in
good
faith
by
an
independent
certified
public
accountant
or
firm
of
certified
public
accountants
employed
by
the
professional
limited
liability
company
for
the
purpose
shall
be
conclusive
on
all
persons.
b.
The
purchase
price
shall
be
paid
in
cash
as
follows:
(1)
Upon
the
death
of
a
member
,
thirty
percent
of
the
purchase
price
shall
be
paid
within
ninety
days
after
death,
and
the
balance
shall
be
paid
in
three
equal
annual
installments
on
the
first
three
anniversaries
of
the
death.
(2)
Upon
the
happening
of
any
other
event
referred
to
in
this
section
,
one-tenth
of
the
purchase
price
shall
be
paid
within
ninety
days
after
the
date
of
the
event,
and
the
balance
shall
be
paid
in
three
equal
annual
installments
on
the
first
three
anniversaries
of
the
date
of
the
event.
c.
Interest
from
the
date
of
death
or
other
event
shall
be
payable
annually
on
principal
payment
dates,
at
the
rate
of
six
percent
per
annum
on
the
unpaid
balance
of
the
purchase
price.
d.
All
persons
who
are
members
of
the
professional
limited
liability
company
on
the
date
of
death
or
other
event,
and
their
executors,
administrators,
and
legal
representatives,
shall,
to
the
extent
the
professional
limited
liability
company
fails
to
meet
its
obligations
under
this
section
,
be
jointly
liable
for
the
payment
of
the
purchase
price
and
interest
in
proportion
to
their
percentage
of
ownership
of
the
professional
limited
liability
company
’s
interests,
disregarding
interests
of
the
deceased
or
withdrawing
member
.
e.
The
part
of
the
purchase
price
remaining
unpaid
after
the
initial
payment
shall
be
evidenced
by
a
negotiable
promissory
note,
which
shall
be
executed
by
the
professional
limited
liability
company
and
all
members
liable
for
payment.
Any
person
liable
on
the
note
shall
have
the
right
to
prepay
the
note
in
full
or
in
part
at
any
time.
f
.
If
the
person
making
any
payment
is
not
reasonably
able
to
determine
which
of
two
or
more
persons
is
entitled
to
receive
a
payment,
or
if
the
payment
is
payable
to
a
person
who
is
unknown,
or
who
is
under
disability
and
there
is
no
person
legally
competent
to
receive
the
payment,
or
who
cannot
be
found
after
the
exercise
of
reasonable
diligence
by
the
person
making
the
payment,
it
shall
be
deposited
with
the
treasurer
of
state
and
shall
be
subject
to
the
provisions
of
section
490.1440
with
respect
to
funds
deposited
with
the
treasurer
of
state
upon
the
voluntary
or
involuntary
dissolution
of
a
business
corporation.
8.
Notwithstanding
the
other
provisions
of
this
section
,
no
part
of
the
purchase
price
shall
be
required
to
be
paid
until
the
certificates,
if
any
,
representing
the
interests
have
been
surrendered
to
the
professional
limited
liability
company
.
9.
Notwithstanding
the
other
provisions
of
this
section
,
payment
of
any
part
of
the
purchase
price
for
interests
of
a
deceased
member
shall
not
be
required
until
the
executor
or
administrator
of
the
deceased
member
provides
any
indemnity
,
release,
or
other
document
from
any
taxing
authority
,
which
is
reasonably
necessary
to
protect
the
professional
limited
liability
company
against
liability
for
estate,
inheritance,
and
death
taxes.
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1112,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
72
10.
The
certificate
of
organization
or
an
operating
agreement
of
the
professional
limited
liability
company
or
an
agreement
among
all
members
of
a
professional
limited
liability
company
may
provide
for
a
different
purchase
price,
a
different
method
of
determining
the
purchase
price,
a
different
interest
rate
or
no
interest,
and
other
terms,
conditions,
and
schedules
of
payment.
11.
The
certificate
of
organization
or
an
operating
agreement
of
the
professional
limited
liability
company
or
an
agreement
among
all
members
of
a
professional
limited
liability
company
may
provide
for
the
optional
or
mandatory
purchase
of
its
own
interests
by
the
professional
limited
liability
company
in
other
situations,
subject
to
any
applicable
law
regarding
such
a
purchase.
2008
Acts,
ch
1162,
§98,
155
;
2023
Acts,
ch
152,
§115,
161
489.1113
Certificates
representing
interests.
Each
certificate
representing
an
interest
of
a
professional
limited
liability
company
shall
state
in
substance
that
the
certificate
represents
an
interest
in
a
professional
limited
liability
company
and
is
not
transferable
except
as
expressly
provided
in
this
subchapter
and
in
the
certificate
of
organization
or
an
operating
agreement
of
the
professional
limited
liability
company
.
2008
Acts,
ch
1162,
§99,
155
;
2023
Acts,
ch
152,
§116,
161
489.1114
Management.
1.
All
managers
of
a
professional
limited
liability
company
shall
at
all
times
be
individuals
who
are
licensed
to
practice
a
profession
in
this
state
or
a
lawful
combination
of
professions
pursuant
to
section
489.1102
,
which
the
limited
liability
company
is
authorized
to
practice.
2.
Notwithstanding
subsection
1
,
upon
the
occurrence
of
any
event
that
requires
the
professional
limited
liability
company
either
to
be
dissolved
or
to
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
,
as
provided
in
section
489.1119
,
all
of
the
following
apply:
a.
The
professional
limited
liability
company
ceases
to
practice
the
profession
that
the
professional
limited
liability
company
is
authorized
to
practice,
as
provided
in
section
489.1119
.
b.
The
individuals
who
are
not
licensed
to
practice
in
this
state
a
profession
that
the
professional
limited
liability
company
is
authorized
to
practice
may
be
appointed
as
officers
and
directors
for
the
sole
purpose
of
doing
any
of
the
following:
(1)
Carrying
out
the
dissolution
of
the
professional
limited
liability
company
.
(2)
If
applicable,
carrying
out
the
voluntary
election
of
the
professional
limited
liability
company
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
,
as
provided
in
section
489.1119
.
2008
Acts,
ch
1162,
§100,
155
;
2011
Acts,
ch
1,
§4,
5,
6
;
2023
Acts,
ch
152,
§117,
161
489.1115
Merger
.
A
professional
limited
liability
company
shall
not
merge
with
any
entity
except
another
professional
limited
liability
company
subject
to
this
subchapter
or
a
professional
corporation
subject
to
chapter
496C
.
Merger
is
not
permitted
unless
the
surviving
or
new
professional
limited
liability
company
is
a
professional
limited
liability
company
that
complies
with
all
requirements
of
this
subchapter
.
2008
Acts,
ch
1162,
§101,
155
;
2023
Acts,
ch
152,
§118,
161
489.1116
Dissolution
or
liquidation.
A
violation
of
any
provision
of
this
subchapter
by
a
professional
limited
liability
company
or
any
of
its
members
or
managers
shall
be
cause
for
its
involuntary
dissolution,
or
liquidation
of
its
assets
and
business
by
the
district
court.
Upon
the
death
of
the
last
remaining
member
of
a
professional
limited
liability
company
,
or
when
the
last
remaining
member
is
not
licensed
or
ceases
to
be
licensed
to
practice
a
profession
in
this
state
which
the
professional
limited
liability
company
is
authorized
to
practice,
or
when
any
person
other
than
the
member
of
record
becomes
entitled
to
have
all
interests
of
the
last
remaining
T
ue
Dec
09
22:07:31
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

73
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.1120
member
of
the
professional
limited
liability
company
transferred
into
that
person
’s
name
or
to
exercise
voting
rights,
except
as
a
proxy
,
with
respect
to
such
interests,
the
professional
limited
liability
company
shall
not
practice
any
profession.
In
that
case,
the
professional
limited
liability
company
shall
either
be
promptly
dissolved
or
shall
promptly
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
as
provided
in
section
489.1119
.
However
,
if
prior
to
dissolution
all
outstanding
interests
of
the
professional
limited
liability
company
are
acquired
by
two
or
more
persons
licensed
to
practice
a
profession
in
this
state
which
the
professional
limited
liability
company
is
authorized
to
practice,
the
professional
limited
liability
company
need
not
be
dissolved
nor
elect
to
no
longer
be
a
professional
limited
liability
company
and
may
instead
practice
the
profession
as
provided
in
this
subchapter
.
2008
Acts,
ch
1162,
§102,
155
;
2023
Acts,
ch
152,
§119,
161
489.1117
F
oreign
professional
limited
liability
company
.
1.
A
foreign
professional
limited
liability
company
may
practice
a
profession
in
this
state
if
it
complies
with
the
provisions
of
this
subchapter
.
The
secretary
of
state
may
prescribe
forms
for
this
purpose.
A
foreign
professional
limited
liability
company
may
practice
a
profession
in
this
state
only
through
members,
managers,
employees,
and
agents
who
are
licensed
to
practice
the
profession
in
this
state.
The
provisions
of
this
subchapter
with
respect
to
the
practice
of
a
profession
by
a
professional
limited
liability
company
apply
to
a
foreign
professional
limited
liability
company
.
2.
This
subchapter
does
not
prohibit
the
practice
of
a
profession
in
this
state
by
an
individual
who
is
a
member
,
manager
,
employee,
or
agent
of
a
foreign
professional
limited
liability
company
,
if
the
individual
could
lawfully
practice
the
profession
in
this
state
in
the
absence
of
any
relationship
to
a
foreign
professional
limited
liability
company
.
This
subsection
applies
regardless
of
whether
or
not
the
foreign
professional
limited
liability
company
is
authorized
to
practice
a
profession
in
this
state.
2008
Acts,
ch
1162,
§103,
155
;
2023
Acts,
ch
152,
§120,
161
489.1118
Limited
liability
companies
organized
under
the
other
laws.
This
subchapter
does
not
apply
to
or
interfere
with
the
practice
of
any
profession
by
or
through
any
professional
limited
liability
company
organized
after
July
1,
1992,
under
any
other
law
of
this
state
or
any
other
state
or
country
,
if
the
practice
is
lawful
under
any
other
statute
or
rule
of
law
of
this
state.
Any
such
professional
limited
liability
company
may
voluntarily
elect
to
adopt
this
subchapter
and
become
subject
to
its
provisions,
by
amending
its
certificate
of
organization
to
be
consistent
with
all
provisions
of
this
subchapter
and
by
stating
in
its
amended
certificate
of
organization
that
the
limited
liability
company
has
voluntarily
elected
to
adopt
this
subchapter
.
Any
limited
liability
company
organized
under
any
law
of
any
other
state
or
country
may
become
subject
to
the
provisions
of
this
subchapter
by
complying
with
all
provisions
of
this
subchapter
with
respect
to
foreign
professional
limited
liability
companies.
2008
Acts,
ch
1162,
§104,
155
;
2023
Acts,
ch
152,
§121,
161
489.1119
Election
to
no
longer
be
a
professional
limited
liability
company
.
A
professional
limited
liability
company
may
elect
to
no
longer
be
a
professional
limited
liability
company
but
continue
its
existence
as
a
limited
liability
company
by
filing
with
the
secretary
of
state
an
amendment
to
or
restatement
of
its
certificate
of
organization
that
states
that
the
limited
liability
company
is
no
longer
a
professional
limited
liability
company
and
amending
its
name
to
no
longer
indicate
it
is
a
professional
limited
liability
company
.
2023
Acts,
ch
152,
§123,
161
Referred
to
in
§489.1112
,
489.1114
,
489.1116
F
ormer
§489.1119
transferred
to
§489.1120
;
2023
Acts,
ch
152,
§143,
161
489.1120
Conflicts
with
other
provisions
of
this
chapter
.
The
provisions
of
this
subchapter
shall
prevail
over
any
inconsistent
provisions
of
this
chapter
.
2008
Acts,
ch
1162,
§105,
155
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.1120,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
74
C2009,
§489.1119
2023
Acts,
ch
152,
§122,
143,
161
C2024,
§489.1120
489.1121
through
489.1200
Reserved.
SUBCHAPTER
XII
MISCELLANEOUS
PRO
VISIONS
489.1201
Uniformity
of
application
and
constr
uction.
In
applying
and
construing
this
chapter
,
consideration
must
be
given
to
the
need
to
promote
uniformity
of
the
law
with
respect
to
its
subject
matter
among
states
that
enact
it.
2008
Acts,
ch
1162,
§112,
155
C2009,
§489.1301
2023
Acts,
ch
152,
§143,
161
C2024,
§489.1201
F
ormer
§489.1201
repealed
by
its
own
terms;
2019
Acts,
ch
26,
§46
489.1202
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
This
chapter
modifies,
limits,
and
supersedes
the
federal
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
et
seq.,
but
does
not
modify
,
limit,
or
supersede
section
101(c)
of
that
Act,
15
U.S.C.
§7001(c),
or
authorize
electronic
delivery
of
any
of
the
notices
described
in
section
103(b)
of
that
Act,
15
U.S.C.
§7003(b).
2008
Acts,
ch
1162,
§113,
155
C2009,
§489.1302
2023
Acts,
ch
152,
§143,
161
C2024,
§489.1202
F
ormer
§489.1202
repealed
by
its
own
terms;
2019
Acts,
ch
26,
§47
489.1203
Savings
clause.
This
chapter
does
not
affect
an
action
commenced,
proceeding
brought,
or
right
accrued
before
January
1,
2009.
2008
Acts,
ch
1162,
§114,
155
C2009,
§489.1303
2013
Acts,
ch
90,
§145
;
2023
Acts,
ch
152,
§143,
161
C2024,
§489.1203
F
ormer
§489.1203
repealed
by
its
own
terms;
2019
Acts,
ch
26,
§48
489.1204
Severability
clause.
If
any
provision
of
this
chapter
or
its
application
to
any
person
or
circumstance
is
held
invalid,
the
invalidity
does
not
affect
other
provisions
or
applications
of
this
chapter
which
can
be
given
effect
without
the
invalid
provision
or
application,
and
to
this
end
the
provisions
of
this
chapter
are
severable.
2023
Acts,
ch
152,
§124,
161
489.1205
T
ermination
of
a
series.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§50
.
489.1206
F
oreign
series.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§51
.
489.1207
Application
to
e
xisting
relationships.
1.
F
or
purposes
of
applying
this
chapter
to
a
limited
liability
company
formed
before
January
1,
2024,
references
in
the
limited
liability
company
’s
operating
agreement
to
provisions
in
this
chapter
in
effect
before
January
1,
2024,
are
deemed
to
be
references
to
the
comparable
provision
in
this
chapter
after
January
1,
2024.
2.
A
limited
liability
company
that
has
published
notice
of
its
dissolution
and
requested
persons
having
claims
against
the
limited
liability
company
to
present
them
in
accordance
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

75
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14102
with
the
notice
pursuant
to
section
489.705
as
that
section
existed
immediately
prior
to
January
1,
2024,
shall
be
subject
to
the
requirements
set
forth
in
that
section
as
it
existed
immediately
prior
to
January
1,
2024,
including
the
right
of
a
claim
by
a
person
that
is
commenced
within
five
years
after
publication
of
the
notice.
3.
F
or
the
purposes
of
applying
this
chapter
to
a
limited
liability
company
formed
before
January
1,
2009,
all
of
the
following
apply:
a.
The
limited
liability
company
’s
articles
of
organization
are
deemed
to
be
the
company
’s
certificate
of
organization.
b.
F
or
the
purposes
of
applying
section
489.102,
subsection
15
,
and
subject
to
section
489.107,
subsection
4
,
language
in
the
limited
liability
company
’s
articles
of
organization
designating
the
limited
liability
company
’s
management
structure
operates
as
if
that
language
were
in
the
operating
agreement.
c.
If
a
professional
limited
liability
company
’s
name
complied
with
section
490A
.1503
as
that
section
existed
on
December
30,
2010,
that
company
’s
name
shall
also
be
deemed
to
comply
with
the
name
requirements
of
section
489.1103
of
the
2011
edition
of
the
Iowa
Code.
2023
Acts,
ch
152,
§125,
161
;
2024
Acts,
ch
1125,
§20,
31
Referred
to
in
§489.102
489.1208
through
489.1300
Reserved.
SUBCHAPTER
XIII
PRIOR
PRO
VISIONS
489.1301
Uniformity
of
application
and
constr
uction.
T
ransferred
to
§489.1201
;
2023
Acts,
ch
152,
§143,
161
.
489.1302
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
T
ransferred
to
§489.1202
;
2023
Acts,
ch
152,
§143,
161
.
489.1303
Savings
clause.
T
ransferred
to
§489.1203
;
2023
Acts,
ch
152,
§143,
161
.
489.1304
Application
to
e
xisting
relationships.
Repealed
by
2023
Acts,
ch
152,
§142,
161
.
489.1305
through
489.14100
Reserved.
SUBCHAPTER
XIV
UNIFORM
PROTECTED
SERIES
ACT
Referred
to
in
§10.1
,
10.10
,
489.101
P
ART
1
GENERAL
PRO
VISIONS
489.14101
Short
title.
This
subchapter
may
be
cited
as
the
“Uniform
P
rotected
Series
Act”
.
2019
Acts,
ch
26,
§1,
41
;
2023
Acts,
ch
152,
§126,
161
Referred
to
in
§489.101
489.14102
Definitions.
As
used
in
this
subchapter
,
unless
the
context
otherwise
requires:
1.
“
Asset”
means
any
of
the
following:
a.
P
roperty
in
which
a
series
limited
liability
company
or
protected
series
has
rights.
b.
P
roperty
as
to
which
the
company
or
protected
series
has
the
power
to
transfer
rights.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14102,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
76
2.
“
Associated
asset”
means
an
asset
that
meets
the
requirements
of
section
489.14301
.
3.
“
Associated
member”
means
a
member
that
meets
the
requirements
of
section
489.14302
.
4.
“F
oreign
protected
series”
means
an
arrangement,
configuration,
or
other
structure
established
by
a
foreign
limited
liability
company
which
has
attributes
comparable
to
a
protected
series
established
under
this
subchapter
.
The
term
applies
whether
or
not
the
law
under
which
the
foreign
company
is
organized
refers
to
“protected
series”.
5.
“F
oreign
series
limited
liability
company
”
means
a
foreign
limited
liability
company
that
has
at
least
one
foreign
protected
series.
6.
“Nonassociated
asset”
means
any
of
the
following:
a.
An
asset
of
a
series
limited
liability
company
which
is
not
an
associated
asset
of
the
company
.
b.
An
asset
of
a
protected
series
of
the
company
which
is
not
an
associated
asset
of
the
protected
series.
7.
“P
erson
”
means
the
same
as
defined
in
section
4.1
and
includes
a
protected
series.
8.
“P
rotected
series”
,
except
in
the
phrase
“
foreign
protected
series”
,
means
a
protected
series
established
under
section
489.14201
.
9.
“P
rotected-series
manager”
means
a
person
under
whose
authority
the
powers
of
a
protected
series
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
protected
series
are
managed
under
the
operating
agreement,
this
subchapter
,
and
this
chapter
.
10.
“P
rotected-series
transferable
interest”
means
a
right
to
receive
a
distribution
from
a
protected
series.
11.
“P
rotected-series
transferee”
means
a
person
to
which
all
or
part
of
a
protected-series
transferable
interest
of
a
protected
series
of
a
series
limited
liability
company
has
been
transferred,
other
than
the
company
.
The
term
includes
a
person
that
owns
a
protected-series
transferable
interest
as
a
result
of
ceasing
to
be
an
associated
member
of
a
protected
series.
12.
“Series
limited
liability
company
”
,
except
in
the
phrase
“
foreign
series
limited
liability
company
”
,
means
a
limited
liability
company
that
has
at
least
one
protected
series.
2019
Acts,
ch
26,
§2,
41
;
2023
Acts,
ch
152,
§127,
128,
161
489.14103
Nature
of
protected
series.
A
protected
series
of
a
series
limited
liability
company
is
a
person
distinct
from
all
of
the
following:
1.
The
company
,
subject
to
section
489.14104,
subsection
3
,
section
489.14501,
subsection
1
,
and
section
489.14502,
subsection
4
.
2.
Another
protected
series
of
the
company
.
3.
A
member
of
the
company
,
whether
or
not
the
member
is
an
associated
member
of
the
protected
series.
4.
A
protected-series
transferee
of
a
protected
series
of
the
company
.
5.
A
transferee
of
a
transferable
interest
of
the
company
.
2019
Acts,
ch
26,
§3,
41
Referred
to
in
§489.14107
489.14104
P
owers
and
duration
of
protected
series.
1.
A
protected
series
of
a
series
limited
liability
company
has
the
capacity
to
sue
and
be
sued
in
its
own
name.
2.
Except
as
otherwise
provided
in
subsections
3
and
4
,
a
protected
series
of
a
series
limited
liability
company
has
the
same
powers
and
purposes
as
the
company
.
3.
A
protected
series
of
a
series
limited
liability
company
ceases
to
exist
not
later
than
when
the
company
completes
its
winding
up.
4.
A
protected
series
of
a
series
limited
liability
company
shall
not
do
any
of
the
following:
a.
Be
a
member
of
the
company
.
b.
Establish
a
protected
series.
c.
Except
as
permitted
by
law
of
this
state
other
than
this
subchapter
,
have
a
purpose
or
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Code
2026,
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489
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77
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14105
power
that
the
law
of
this
state
other
than
this
subchapter
prohibits
a
limited
liability
company
from
doing
or
having.
2019
Acts,
ch
26,
§4,
41
;
2023
Acts,
ch
152,
§129,
161
Referred
to
in
§489.14103
,
489.14107
489.14105
Governing
law
.
The
law
of
this
state
governs
all
of
the
following:
1.
The
internal
affairs
of
a
protected
series
of
a
series
limited
liability
company
,
including
all
of
the
following:
a.
Relations
among
any
associated
members
of
the
protected
series.
b.
Relations
among
the
protected
series
and
any
of
the
following:
(1)
Any
associated
member
.
(2)
The
protected-series
manager
.
(3)
Any
protected-series
transferee.
c.
Relations
between
any
associated
member
and
any
of
the
following:
(1)
The
protected-series
manager
.
(2)
Any
protected-series
transferee.
d.
The
rights
and
duties
of
a
protected-series
manager
.
e.
Governance
decisions
affecting
the
activities
and
affairs
of
the
protected
series
and
the
conduct
of
those
activities
and
affairs.
f
.
P
rocedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
2.
The
relations
between
a
protected
series
of
a
series
limited
liability
company
and
each
of
the
following:
a.
The
company
.
b.
Another
protected
series
of
the
company
.
c.
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
d.
A
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
e.
A
protected-series
transferee
that
is
not
a
protected-series
transferee
of
the
protected
series.
3.
The
liability
of
a
person
for
a
debt,
obligation,
or
other
liability
of
a
protected
series
of
a
series
limited
liability
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
person
being
or
acting
as
any
of
the
following:
a.
An
associated
member
,
protected-series
transferee,
or
protected-series
manager
of
the
protected
series.
b.
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
c.
A
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
d.
A
protected-series
transferee
that
is
not
a
protected-series
transferee
of
the
protected
series.
e.
A
manager
of
the
company
.
f
.
A
transferee
of
a
transferable
interest
of
the
company
.
4.
The
liability
of
a
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
a
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
company
doing
any
of
the
following:
a.
Having
delivered
to
the
secretary
of
state
for
filing
under
section
489.14201,
subsection
2
,
a
protected
series
designation
pertaining
to
the
protected
series
or
under
section
489.14201,
subsection
4
,
or
section
489.14202,
subsection
3
,
a
statement
of
designation
change
pertaining
to
the
protected
series.
b.
Being
or
acting
as
a
protected-series
manager
of
the
protected
series.
c.
Having
the
protected
series
be
or
act
as
a
manager
of
the
company
.
d.
Owning
a
protected-series
transferable
interest
of
the
protected
series.
5.
The
liability
of
a
protected
series
of
a
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
the
company
or
of
another
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
any
of
the
following:
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Code
2026,
Chapter
489
(303,
2)

§489.14105,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
78
a.
The
protected
series
is
any
of
the
following:
(1)
A
protected
series
of
the
company
or
having
as
a
protected-series
manager
the
company
or
another
protected
series
of
the
company
.
(2)
Acting
as
a
protected-series
manager
of
another
protected
series
of
the
company
or
a
manager
of
the
company
.
b.
The
company
owning
a
protected-series
transferable
interest
of
the
protected
series.
2019
Acts,
ch
26,
§5,
41
Referred
to
in
§489.14107
489.14106
Relation
of
operating
agreement,
this
subchapter
,
and
this
chapter
.
1.
Except
as
otherwise
provided
in
this
section
and
subject
to
sections
489.14107
and
489.14108
,
the
operating
agreement
of
a
series
limited
liability
company
governs
all
of
the
following:
a.
The
internal
affairs
of
a
protected
series,
including
all
of
the
following:
(1)
Relations
among
any
associated
members
of
the
protected
series.
(2)
Relations
among
the
protected
series
and
any
of
the
following:
(a)
Any
associated
member
.
(b)
The
protected-series
manager
.
(c)
Any
protected-series
transferee.
(3)
Relations
between
any
associated
member
and
any
of
the
following:
(a)
The
protected-series
manager
.
(b)
Any
protected-series
transferee.
(4)
The
rights
and
duties
of
a
protected-series
manager
.
(5)
Governance
decisions
affecting
the
activities
and
affairs
of
the
protected
series
and
the
conduct
of
those
activities
and
affairs.
(6)
P
rocedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
b.
Relations
among
the
protected
series,
the
company
,
and
any
other
protected
series
of
the
company
.
c.
Relations
between
all
of
the
following:
(1)
The
protected
series,
its
protected-series
manager
,
any
associated
member
of
the
protected
series,
or
any
protected-series
transferee
of
the
protected
series.
(2)
A
person
in
the
person
’s
capacity
as
any
of
the
following:
(a)
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
(b)
A
protected-series
transferee
or
protected-series
manager
of
another
protected
series.
(c)
A
transferee
of
the
company
.
2.
If
this
chapter
otherwise
restricts
the
power
of
an
operating
agreement
to
affect
a
matter
,
the
restriction
applies
to
a
matter
under
this
subchapter
in
accordance
with
section
489.14108
.
3.
If
law
of
this
state
other
than
this
subchapter
imposes
a
prohibition,
limitation,
requirement,
condition,
obligation,
liability
,
or
other
restriction
on
a
limited
liability
company
,
a
member
,
manager
,
or
other
agent
of
the
company
,
or
a
transferee
of
the
company
,
except
as
otherwise
provided
in
law
of
this
state
other
than
this
subchapter
,
the
restriction
applies
in
accordance
with
section
489.14108
.
4.
Except
as
otherwise
provided
in
section
489.14107
,
if
the
operating
agreement
of
a
series
limited
liability
company
does
not
provide
for
a
matter
described
in
subsection
1
in
a
manner
permitted
by
this
subchapter
,
the
matter
is
determined
in
accordance
with
the
following
rules:
a.
T
o
the
extent
this
subchapter
addresses
the
matter
,
this
subchapter
governs.
b.
T
o
the
extent
this
subchapter
does
not
address
the
matter
,
the
other
subchapters
of
this
chapter
govern
the
matter
in
accordance
with
section
489.14108
.
2019
Acts,
ch
26,
§6,
41
;
2023
Acts,
ch
152,
§130,
161
Referred
to
in
§489.14107
,
489.14108
489.14107
Additional
limitations
on
operating
agreement.
1.
An
operating
agreement
shall
not
vary
the
effect
of
any
of
the
following:
T
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Code
2026,
Chapter
489
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2)

79
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14108
a.
This
section
.
b.
Section
489.14103
.
c.
Section
489.14104,
subsection
1
.
d.
Section
489.14104,
subsection
2
,
to
provide
a
protected
series
a
power
beyond
the
powers
this
chapter
provides
a
limited
liability
company
.
e.
Section
489.14104,
subsection
3
or
4
.
f
.
Section
489.14105
.
g.
Section
489.14106
.
h.
Section
489.14108
.
i.
Section
489.14201
,
except
to
vary
the
manner
in
which
a
limited
liability
company
approves
establishing
a
protected
series.
j.
Section
489.14202
.
k.
Section
489.14301
.
l.
Section
489.14302
.
m.
Section
489.14303,
subsection
1
or
2
.
n.
Section
489.14304,
subsection
3
or
6
.
o
.
Section
489.14401
,
except
to
decrease
or
eliminate
a
limitation
of
liability
stated
in
section
489.14401
.
p.
Section
489.14402
.
q.
Section
489.14403
.
r
.
Section
489.14404
.
s.
Section
489.14501,
subsections
1,
4,
and
5
.
t.
Section
489.14502
,
except
to
designate
a
different
person
to
manage
winding
up.
u.
Section
489.14503
.
v
.
Subchapter
VI
.
w
.
Subchapter
VII
.
x.
Subchapter
VIII
.
y
.
A
provision
of
this
subchapter
pertaining
to
any
of
the
following:
(1)
Registered
agents.
(2)
The
secretary
of
state,
including
provisions
pertaining
to
records
authorized
or
required
to
be
delivered
to
the
secretary
of
state
for
filing
under
this
subchapter
.
2.
An
operating
agreement
shall
not
unreasonably
restrict
the
duties
and
rights
under
section
489.14305
but
may
impose
reasonable
restrictions
on
the
availability
and
use
of
information
obtained
under
section
489.14305
and
may
provide
appropriate
remedies,
including
liquidated
damages,
for
a
breach
of
any
reasonable
restriction
on
use.
2019
Acts,
ch
26,
§7,
41
;
2022
Acts,
ch
1021,
§140
;
2023
Acts,
ch
152,
§131,
161
Referred
to
in
§489.14106
,
489.14108
489.14108
Rules
for
applying
specified
provisions
of
this
chapter
to
specified
provisions
of
this
subchapter
.
1.
Except
as
otherwise
provided
in
subsection
2
and
section
489.14107
,
the
following
rules
apply
in
applying
section
489.14106
,
section
489.14304,
subsections
3
and
6
,
section
489.14501,
subsection
4
,
paragraph
“a”
,
section
489.14502,
subsection
1
,
and
section
489.14503,
subsection
2
:
a.
A
protected
series
of
a
series
limited
liability
company
is
deemed
to
be
a
limited
liability
company
that
is
formed
separately
from
the
series
limited
liability
company
and
is
distinct
from
the
series
limited
liability
company
and
any
other
protected
series
of
the
series
limited
liability
company
.
b.
An
associated
member
of
the
protected
series
is
deemed
to
be
a
member
of
the
company
deemed
to
exist
under
paragraph
“a”
.
c.
A
protected-series
transferee
of
the
protected
series
is
deemed
to
be
a
transferee
of
the
company
deemed
to
exist
under
paragraph
“a”
.
d.
A
protected-series
transferable
interest
of
the
protected
series
is
deemed
to
be
a
transferable
interest
of
the
company
deemed
to
exist
under
paragraph
“a”
.
e.
A
protected-series
manager
is
deemed
to
be
a
manager
of
the
company
deemed
to
exist
under
paragraph
“a”
.
T
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Code
2026,
Chapter
489
(303,
2)

§489.14108,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
80
f
.
An
asset
of
the
protected
series
is
deemed
to
be
an
asset
of
the
company
deemed
to
exist
under
paragraph
“a”
,
whether
or
not
the
asset
is
an
associated
asset
of
the
protected
series.
g.
Any
creditor
or
other
obligee
of
the
protected
series
is
deemed
to
be
a
creditor
or
obligee
of
the
company
deemed
to
exist
under
paragraph
“a”
.
2.
Subsection
1
does
not
apply
if
its
application
would
do
any
of
the
following:
a.
Contravene
section
489.105
.
b.
A
uthorize
or
require
the
secretary
of
state
to
do
any
of
the
following:
(1)
Accept
for
filing
a
type
of
record
that
neither
this
subchapter
nor
any
of
the
other
subchapters
of
this
chapter
authorizes
or
requires
a
person
to
deliver
to
the
secretary
of
state
for
filing.
(2)
Make
or
deliver
a
record
that
neither
this
subchapter
nor
the
other
subchapters
of
this
chapter
authorizes
or
requires
the
secretary
of
state
to
make
or
deliver
.
2019
Acts,
ch
26,
§8,
41
;
2023
Acts,
ch
152,
§132,
161
Referred
to
in
§489.14106
,
489.14107
,
489.14303
,
489.14304
,
489.14501
,
489.14502
,
489.14503
489.14109
through
489.14200
Reserved.
P
ART
2
EST
ABLISHING
PROTECTED
SERIES
489.14201
P
rotected
series
designation
—
amendment.
1.
W
ith
the
affirmative
vote
or
consent
of
all
members
of
a
limited
liability
company
,
the
company
may
establish
a
protected
series.
2.
T
o
establish
a
protected
series,
a
limited
liability
company
shall
deliver
to
the
secretary
of
state
for
filing
a
protected
series
designation,
signed
by
the
company
,
stating
the
name
of
the
company
and
the
name
of
the
protected
series
to
be
established.
3.
A
protected
series
is
established
when
the
protected
series
designation
takes
effect
under
section
489.207
.
4.
T
o
amend
a
protected
series
designation,
a
series
limited
liability
company
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
change,
signed
by
the
company
,
that
changes
the
name
of
the
company
,
the
name
of
the
protected
series
to
which
the
designation
applies,
or
both.
The
change
takes
effect
when
the
statement
of
designation
change
takes
effect
under
section
489.207
.
2019
Acts,
ch
26,
§9,
41
;
2024
Acts,
ch
1125,
§22,
31
Referred
to
in
§489.14102
,
489.14105
,
489.14107
489.14202
Name.
1.
Except
as
otherwise
provided
in
subsection
2
,
the
name
of
a
protected
series
must
comply
with
section
489.112
.
2.
The
name
of
a
protected
series
of
a
series
limited
liability
company
must
do
all
of
the
following:
a.
Begin
with
the
name
of
the
company
,
including
any
word
or
abbreviation
required
by
section
489.112
.
b.
Contain
the
phrase
“P
rotected
Series”
or
“protected
series”
or
the
abbreviation
“P
.S.”
or
“PS”.
3.
If
a
series
limited
liability
company
changes
its
name,
the
company
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
change
for
each
of
the
company
’s
protected
series,
changing
the
name
of
each
protected
series
to
comply
with
this
section
.
2019
Acts,
ch
26,
§10,
41
Referred
to
in
§489.14105
,
489.14107
,
489.14703
489.14203
Registered
agent.
1.
The
registered
agent
in
this
state
for
a
series
limited
liability
company
is
the
registered
agent
in
this
state
for
each
protected
series
of
the
company
.
2.
Before
delivering
a
protected
series
designation
to
the
secretary
of
state
for
filing,
a
T
ue
Dec
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22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

81
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14205
limited
liability
company
shall
agree
with
a
registered
agent
that
the
agent
will
serve
as
the
registered
agent
in
this
state
for
both
the
company
and
the
protected
series.
3.
A
person
that
signs
a
protected
series
designation
delivered
to
the
secretary
of
state
for
filing
affirms
as
a
fact
that
the
limited
liability
company
on
whose
behalf
the
designation
is
delivered
has
complied
with
subsection
2
.
4.
A
person
that
ceases
to
be
the
registered
agent
for
a
series
limited
liability
company
ceases
to
be
the
registered
agent
for
each
protected
series
of
the
company
.
5.
A
person
that
ceases
to
be
the
registered
agent
for
a
protected
series
of
a
series
limited
liability
company
,
other
than
as
a
result
of
the
termination
of
the
protected
series,
ceases
to
be
the
registered
agent
of
the
company
and
any
other
protected
series
of
the
company
.
6.
Except
as
otherwise
agreed
by
a
series
limited
liability
company
and
its
registered
agent,
the
agent
is
not
obligated
to
distinguish
between
a
process,
notice,
demand,
or
other
record
concerning
the
company
and
a
process,
notice,
demand,
or
other
record
concerning
a
protected
series
of
the
company
.
2019
Acts,
ch
26,
§11,
41
489.14204
Ser
vice
of
process,
notice,
demand,
or
other
record.
1.
A
protected
series
of
a
series
limited
liability
company
may
be
served
with
a
process,
notice,
demand,
or
other
record
required
or
permitted
by
law
by
any
of
the
following:
a.
Serving
the
company
.
b.
Serving
the
registered
agent
of
the
protected
series.
c.
Other
means
authorized
by
law
of
this
state
other
than
the
other
subchapters
of
this
chapter
.
2.
Service
of
a
summons
and
complaint
on
a
series
limited
liability
company
is
notice
to
each
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
3.
Service
of
a
summons
and
complaint
on
a
protected
series
of
a
series
limited
liability
company
is
notice
to
the
company
and
any
other
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
4.
Service
of
a
summons
and
complaint
on
a
foreign
series
limited
liability
company
is
notice
to
each
foreign
protected
series
of
the
foreign
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
5.
Service
of
a
summons
and
complaint
on
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
is
notice
to
the
foreign
company
and
any
other
foreign
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
6.
Notice
to
a
person
under
subsection
2,
3,
4,
or
5
is
effective
whether
or
not
the
summons
and
complaint
identify
the
person
if
the
summons
and
complaint
name
as
a
party
and
identify
any
of
the
following:
a.
The
series
limited
liability
company
or
a
protected
series
of
the
company
.
b.
The
foreign
series
limited
liability
company
or
a
foreign
protected
series
of
the
foreign
company
.
2019
Acts,
ch
26,
§12,
41
;
2023
Acts,
ch
152,
§133,
161
489.14205
Certificate
of
e
xistence
for
protected
series.
1.
On
request
of
any
person,
the
secretary
of
state
shall
issue
a
certificate
of
existence
for
a
protected
series
of
a
series
limited
liability
company
or
a
certificate
of
authority
for
a
foreign
protected
series
in
the
following
circumstances:
a.
In
the
case
of
a
protected
series,
if
all
of
the
following
apply:
(1)
No
statement
of
dissolution,
termination,
or
relocation
pertaining
to
the
protected
series
has
been
filed.
(2)
The
company
has
delivered
to
the
secretary
of
state
for
filing
the
most
recent
biennial
report
required
by
section
489.212
and
the
report
includes
the
name
of
the
protected
series,
unless
any
of
the
following
applies:
(a)
When
the
company
delivered
the
report
for
filing,
the
protected
series
designation
pertaining
to
the
protected
series
had
not
yet
taken
effect.
T
ue
Dec
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22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14205,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
82
(b)
After
the
company
delivered
the
report
for
filing,
the
company
delivered
to
the
secretary
of
state
for
filing
a
statement
of
designation
change
changing
the
name
of
the
protected
series.
b.
In
the
case
of
a
foreign
protected
series,
it
is
authorized
to
do
business
in
this
state.
2.
A
certificate
issued
under
subsection
1
must
state
all
of
the
following:
a.
In
the
case
of
a
protected
series,
all
of
the
following:
(1)
The
name
of
the
protected
series
of
the
series
limited
liability
company
and
the
name
of
the
company
.
(2)
That
the
requirements
of
subsection
1
are
met.
(3)
The
date
the
protected
series
designation
pertaining
to
the
protected
series
took
effect.
(4)
If
a
statement
of
designation
change
pertaining
to
the
protected
series
has
been
filed,
the
effective
date
and
contents
of
the
statement.
b.
In
the
case
of
a
foreign
protected
series,
that
it
is
authorized
to
do
business
in
this
state.
c.
That
all
fees,
taxes,
interest,
and
penalties
due
under
this
chapter
or
other
law
to
the
secretary
of
state
have
been
paid
if
all
of
the
following
apply:
(1)
P
ayment
is
reflected
in
the
records
of
the
secretary
of
state.
(2)
Nonpayment
affects
the
existence
or
good
standing
of
the
protected
series.
d.
Other
facts
reflected
in
the
records
of
the
secretary
of
state
pertaining
to
the
protected
series
or
foreign
protected
series
which
the
person
requesting
the
certificate
reasonably
requests.
3.
Subject
to
any
qualification
stated
by
the
secretary
of
state
in
a
certificate
issued
under
subsection
1
,
the
certificate
may
be
relied
on
as
conclusive
evidence
of
the
facts
stated
in
the
certificate.
2019
Acts,
ch
26,
§13,
41
;
2024
Acts,
ch
1125,
§23,
31
489.14206
Information
required
in
biennial
report
—
effect
of
failure
to
provide.
1.
In
the
biennial
report
required
by
section
489.212
,
a
series
limited
liability
company
shall
include
the
name
of
each
protected
series
of
the
company
for
which
all
of
the
following
apply:
a.
F
or
which
the
company
has
previously
delivered
to
the
secretary
of
state
for
filing
a
protected
series
designation.
b.
Which
has
not
dissolved
and
completed
winding
up.
2.
A
failure
by
a
series
limited
liability
company
to
comply
with
subsection
1
with
regard
to
a
protected
series
prevents
issuance
of
a
certificate
of
existence
pertaining
to
the
protected
series
but
does
not
otherwise
affect
the
protected
series.
2019
Acts,
ch
26,
§14,
41
;
2020
Acts,
ch
1063,
§383
;
2024
Acts,
ch
1125,
§24,
31
489.14207
through
489.14300
Reserved.
P
ART
3
ASSOCIA
TED
ASSETS
AND
MEMBERS
—
TRANSFERABLE
INTERESTS
—
MANAGEMENT
—
INFORMA
TION
RIGHTS
489.14301
Associated
asset.
1.
Only
an
asset
of
a
protected
series
may
be
an
associated
asset
of
the
protected
series.
Only
an
asset
of
a
series
limited
liability
company
may
be
an
associated
asset
of
the
company
.
2.
An
asset
of
a
protected
series
of
a
series
limited
liability
company
is
an
associated
asset
of
the
protected
series
only
if
the
protected
series
creates
and
maintains
records
that
state
the
name
of
the
protected
series
and
describe
the
asset
with
sufficient
specificity
to
permit
a
disinterested,
reasonable
individual
to
do
all
of
the
following:
a.
Identify
the
asset
and
distinguish
it
from
any
other
asset
of
the
protected
series,
any
asset
of
the
company
,
and
any
asset
of
any
other
protected
series
of
the
company
.
b.
Determine
when
and
from
what
person
the
protected
series
acquired
the
asset
or
how
the
asset
otherwise
became
an
asset
of
the
protected
series.
T
ue
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22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

83
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14303
c.
If
the
protected
series
acquired
the
asset
from
the
company
or
another
protected
series
of
the
company
,
determine
any
consideration
paid,
the
payor
,
and
the
payee.
3.
An
asset
of
a
series
limited
liability
company
is
an
associated
asset
of
the
company
only
if
the
company
creates
and
maintains
records
that
state
the
name
of
the
company
and
describe
the
asset
with
sufficient
specificity
to
permit
a
disinterested,
reasonable
individual
to
do
all
of
the
following:
a.
Identify
the
asset
and
distinguish
it
from
any
other
asset
of
the
company
and
any
asset
of
any
protected
series
of
the
company
.
b.
Determine
when
and
from
what
person
the
company
acquired
the
asset
or
how
the
asset
otherwise
became
an
asset
of
the
company
.
c.
If
the
company
acquired
the
asset
from
a
protected
series
of
the
company
,
determine
any
consideration
paid,
the
payor
,
and
the
payee.
4.
The
records
and
recordkeeping
required
by
subsections
2
and
3
may
be
organized
by
specific
listing,
category
,
type,
quantity
,
or
computational
or
allocational
formula
or
procedure,
including
a
percentage
or
share
of
any
asset,
or
in
any
other
reasonable
manner
.
5.
T
o
the
extent
permitted
by
this
section
and
law
of
this
state
other
than
this
subchapter
,
a
series
limited
liability
company
or
protected
series
of
the
company
may
hold
an
associated
asset
directly
or
indirectly
,
through
a
representative,
nominee,
or
similar
arrangement,
except
that
all
of
the
following
applies:
a.
A
protected
series
shall
not
hold
an
associated
asset
in
the
name
of
the
company
or
another
protected
series
of
the
company
.
b.
The
company
shall
not
hold
an
associated
asset
in
the
name
of
a
protected
series
of
the
company
.
2019
Acts,
ch
26,
§15,
41
;
2023
Acts,
ch
152,
§134,
161
Referred
to
in
§489.14102
,
489.14107
,
489.14404
489.14302
Associated
member
.
1.
Only
a
member
of
a
series
limited
liability
company
may
be
an
associated
member
of
a
protected
series
of
the
company
.
2.
A
member
of
a
series
limited
liability
company
becomes
an
associated
member
of
a
protected
series
of
the
company
if
the
operating
agreement
or
a
procedure
established
by
the
agreement
states
all
of
the
following:
a.
That
the
member
is
an
associated
member
of
the
protected
series.
b.
The
date
on
which
the
member
became
an
associated
member
.
c.
Any
protected-series
transferable
interest
the
associated
member
has
in
connection
with
becoming
or
being
an
associated
member
.
3.
If
a
person
that
is
an
associated
member
of
a
protected
series
of
a
series
limited
liability
company
is
dissociated
from
the
company
,
the
person
ceases
to
be
an
associated
member
of
the
protected
series.
2019
Acts,
ch
26,
§16,
41
Referred
to
in
§489.14102
,
489.14107
489.14303
P
rotected-series
transferable
interest.
1.
A
protected-series
transferable
interest
of
a
protected
series
of
a
series
limited
liability
company
must
be
owned
initially
by
an
associated
member
of
the
protected
series
or
the
company
.
2.
If
a
protected
series
of
a
series
limited
liability
company
has
no
associated
members
when
established,
the
company
owns
the
protected-series
transferable
interests
in
the
protected
series.
3.
In
addition
to
acquiring
a
protected-series
transferable
series
interest
under
subsection
2
,
a
series
limited
liability
company
may
acquire
a
protected-series
transferable
interest
through
a
transfer
from
another
person
or
as
provided
in
the
operating
agreement.
4.
Except
for
section
489.14108,
subsection
1
,
paragraph
“c”
,
a
provision
of
this
subchapter
which
applies
to
a
protected-series
transferee
of
a
protected
series
of
a
series
limited
liability
company
applies
to
the
company
in
its
capacity
as
an
owner
of
a
protected-series
transferable
interest
of
the
protected
series.
A
provision
of
the
operating
T
ue
Dec
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22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14303,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
84
agreement
of
a
series
limited
liability
company
which
applies
to
a
protected-series
transferee
of
a
protected
series
of
the
company
applies
to
the
company
in
its
capacity
as
an
owner
of
a
protected-series
transferable
interest
of
the
protected
series.
2019
Acts,
ch
26,
§17,
41
;
2023
Acts,
ch
152,
§135,
161
Referred
to
in
§489.14107
489.14304
Management.
1.
A
protected
series
may
have
more
than
one
protected-series
manager
.
2.
If
a
protected
series
has
no
associated
members,
the
series
limited
liability
company
is
the
protected-series
manager
.
3.
Section
489.14108
applies
to
determine
any
duties
of
a
protected-series
manager
of
a
protected
series
of
a
series
limited
liability
company
to
all
of
the
following:
a.
The
protected
series.
b.
Any
associated
member
of
the
protected
series.
c.
Any
protected-series
transferee
of
the
protected
series.
4.
Solely
by
reason
of
being
or
acting
as
a
protected-series
manager
of
a
protected
series
of
a
series
limited
liability
company
,
a
person
owes
no
duty
to
any
of
the
following:
a.
The
company
.
b.
Another
protected
series
of
the
company
.
c.
Another
person
in
that
person
’s
capacity
as
any
of
the
following:
(1)
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
(2)
A
protected-series
transferee
or
protected-series
manager
of
another
protected
series.
(3)
A
transferee
of
the
company
.
5.
An
associated
member
of
a
protected
series
of
a
series
limited
liability
company
has
the
same
rights
as
any
other
member
of
the
company
to
vote
on
or
consent
to
an
amendment
to
the
company
’s
operating
agreement
or
any
other
matter
being
decided
by
the
members,
whether
or
not
the
amendment
or
matter
affects
the
interests
of
the
protected
series
or
the
associated
member
.
6.
Subchapter
IX
applies
to
a
protected
series
in
accordance
with
section
489.14108
.
2019
Acts,
ch
26,
§18,
41
;
2023
Acts,
ch
152,
§136,
161
Referred
to
in
§489.14107
,
489.14108
489.14305
Right
of
person
not
associated
member
of
protected
series
to
information
concerning
protected
series.
1.
A
member
of
a
series
limited
liability
company
which
is
not
an
associated
member
of
a
protected
series
of
the
company
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner
,
and
under
the
same
conditions
that
a
member
that
is
not
a
manager
of
a
manager
-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
2
.
2.
A
person
formerly
an
associated
member
of
a
protected
series
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner
,
and
under
the
same
conditions
that
a
person
dissociated
as
a
member
of
a
manager
-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
3
.
3.
If
an
associated
member
of
a
protected
series
dies,
the
legal
representative
of
the
deceased
associated
member
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner
,
and
under
the
same
conditions
that
the
legal
representative
of
a
deceased
member
of
a
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.504
.
4.
A
protected-series
manager
of
a
protected
series
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner
,
and
under
the
same
conditions
that
a
manager
of
a
manager
-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
2
.
2019
Acts,
ch
26,
§19,
41
Referred
to
in
§489.14107
489.14306
through
489.14400
Reserved.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

85
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14402
P
ART
4
LIMIT
A
TION
ON
LIABILITY
AND
ENFORCEMENT
OF
CLAIMS
489.14401
Limitations
on
liability
.
1.
A
person
is
not
liable,
directly
or
indirectly
,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
any
of
the
following:
a.
A
protected
series
of
a
series
limited
liability
company
solely
by
reason
of
being
or
acting
as
any
of
the
following:
(1)
An
associated
member
,
protected-series
manager
,
or
protected-series
transferee
of
the
protected
series.
(2)
A
member
,
manager
,
or
a
transferee
of
the
company
.
b.
A
series
limited
liability
company
solely
by
reason
of
being
or
acting
as
an
associated
member
,
protected-series
manager
,
or
protected-series
transferee
of
a
protected
series
of
the
company
.
2.
Subject
to
section
489.14404
,
all
of
the
following
rules
apply:
a.
A
debt,
obligation,
or
other
liability
of
a
series
limited
liability
company
is
solely
the
debt,
obligation,
or
liability
of
the
company
.
b.
A
debt,
obligation,
or
other
liability
of
a
protected
series
is
solely
the
debt,
obligation,
or
liability
of
the
protected
series.
c.
A
series
limited
liability
company
is
not
liable,
directly
or
indirectly
,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
a
protected
series
of
the
company
solely
by
reason
of
the
protected
series
being
a
protected
series
of
the
company
or
the
company
for
any
of
the
following:
(1)
Being
or
acting
as
a
protected-series
manager
of
the
protected
series.
(2)
Having
the
protected
series
manage
the
company
.
(3)
Owning
a
protected-series
transferable
interest
of
the
protected
series.
d.
A
protected
series
of
a
series
limited
liability
company
is
not
liable,
directly
or
indirectly
,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
the
company
or
another
protected
series
of
the
company
solely
by
reason
of
any
of
the
following:
(1)
Being
a
protected
series
of
the
company
.
(2)
Being
or
acting
as
a
manager
of
the
company
or
a
protected-series
manager
of
another
protected
series
of
the
company
.
(3)
Having
the
company
or
another
protected
series
of
the
company
be
or
act
as
a
protected-series
manager
of
the
protected
series.
2019
Acts,
ch
26,
§20,
41
Referred
to
in
§489.14107
,
489.14402
489.14402
Claim
seeking
to
disregard
limitation
of
liability
.
1.
Except
as
otherwise
provided
in
subsection
2
,
a
claim
seeking
to
disregard
a
limitation
in
section
489.14401
is
governed
by
the
principles
of
law
and
equity
,
including
a
principle
providing
a
right
to
a
creditor
or
holding
a
person
liable
for
a
debt,
obligation,
or
other
liability
of
another
person,
which
would
apply
if
each
protected
series
of
a
series
limited
liability
company
were
a
limited
liability
company
formed
separately
from
the
series
limited
liability
company
and
distinct
from
the
series
limited
liability
company
and
any
other
protected
series
of
the
series
limited
liability
company
.
2.
The
failure
of
a
limited
liability
company
or
a
protected
series
to
observe
formalities
relating
to
the
exercise
of
its
powers
or
management
of
its
activities
and
affairs
is
not
a
ground
to
disregard
a
limitation
in
section
489.14401,
subsection
1
,
but
may
be
a
ground
to
disregard
a
limitation
in
section
489.14401,
subsection
2
.
3.
This
section
applies
to
a
claim
seeking
to
disregard
a
limitation
of
liability
applicable
to
a
foreign
series
limited
liability
company
or
foreign
protected
series
and
comparable
to
a
limitation
stated
in
section
489.14401
,
if
any
of
the
following
apply:
a.
The
claimant
is
a
resident
of
this
state
or
doing
business
or
authorized
to
do
business
in
this
state.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14402,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
86
b.
The
claim
is
to
establish
or
enforce
a
liability
arising
under
law
of
this
state
other
than
this
subchapter
or
from
an
act
or
omission
in
this
state.
2019
Acts,
ch
26,
§21,
41
;
2023
Acts,
ch
152,
§137,
161
Referred
to
in
§489.14107
,
489.14701
,
489.14703
489.14403
Remedies
of
judgment
creditor
of
associated
member
or
protected-series
transferee.
Section
489.503
applies
to
a
judgment
creditor
of
any
of
the
following:
1.
An
associated
member
or
protected-series
transferee
of
a
protected
series.
2.
A
series
limited
liability
company
,
to
the
extent
the
company
owns
a
protected-series
transferable
interest
of
a
protected
series.
2019
Acts,
ch
26,
§22,
41
Referred
to
in
§489.14107
489.14404
Enforcement
against
nonassociated
asset.
1.
As
used
in
this
section
:
a.
“Enforcement
date”
means
12:01
a.m.
on
the
date
on
which
a
claimant
first
serves
process
on
a
series
limited
liability
company
or
protected
series
in
an
action
seeking
to
enforce
under
this
section
a
claim
against
an
asset
of
the
company
or
protected
series
by
attachment,
levy
,
or
the
like.
b.
Subject
to
section
489.14608,
subsection
2
,
“incurrence
date”
means
the
date
on
which
a
series
limited
liability
company
or
protected
series
incurred
the
liability
giving
rise
to
a
claim
that
a
claimant
seeks
to
enforce
under
this
section
.
2.
If
a
claim
against
a
series
limited
liability
company
or
a
protected
series
of
the
company
has
been
reduced
to
judgment,
in
addition
to
any
other
remedy
provided
by
law
or
equity
,
the
judgment
may
be
enforced
in
accordance
with
the
following
rules:
a.
A
judgment
against
the
company
may
be
enforced
against
an
asset
of
a
protected
series
of
the
company
if
any
of
the
following
applies:
(1)
The
asset
was
a
nonassociated
asset
of
the
protected
series
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
protected
series
on
the
enforcement
date.
b.
A
judgment
against
a
protected
series
may
be
enforced
against
an
asset
of
the
company
if
any
of
the
following
apply:
(1)
The
asset
was
a
nonassociated
asset
of
the
company
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
company
on
the
enforcement
date.
c.
A
judgment
against
a
protected
series
may
be
enforced
against
an
asset
of
another
protected
series
of
the
company
if
any
of
the
following
applies:
(1)
The
asset
was
a
nonassociated
asset
of
the
other
protected
series
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
other
protected
series
on
the
enforcement
date.
3.
In
addition
to
any
other
remedy
provided
by
law
or
equity
,
if
a
claim
against
a
series
limited
liability
company
or
a
protected
series
has
not
been
reduced
to
a
judgment
and
law
other
than
this
subchapter
permits
a
prejudgment
remedy
by
attachment,
levy
,
or
the
like,
the
court
may
apply
subsection
2
as
a
prejudgment
remedy
.
4.
In
a
proceeding
under
this
section
,
the
party
asserting
that
an
asset
is
or
was
an
associated
asset
of
a
series
limited
liability
company
or
a
protected
series
of
the
company
has
the
burden
of
proof
on
the
issue.
5.
This
section
applies
to
an
asset
of
a
foreign
series
limited
liability
company
or
foreign
protected
series
if
all
of
the
following
applies:
a.
The
asset
is
real
or
tangible
property
located
in
this
state.
b.
The
claimant
is
a
resident
of
this
state
or
doing
business
or
authorized
to
do
business
in
this
state,
or
the
claim
under
section
489.14404
is
to
enforce
a
judgment,
or
to
seek
a
prejudgment
remedy
,
pertaining
to
a
liability
arising
from
law
of
this
state
other
than
this
subchapter
or
an
act
or
omission
in
this
state.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

87
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14502
c.
The
asset
is
not
identified
in
the
records
of
the
foreign
series
limited
liability
company
or
foreign
protected
series
in
a
manner
comparable
to
the
manner
required
by
section
489.14301
.
2019
Acts,
ch
26,
§23,
41
;
2023
Acts,
ch
152,
§138,
139,
161
Referred
to
in
§489.14107
,
489.14401
,
489.14608
,
489.14701
,
489.14703
489.14405
through
489.14500
Reserved.
P
ART
5
DISSOL
UTION
AND
WINDING
UP
OF
PROTECTED
SERIES
489.14501
Events
causing
dissolution
of
protected
series.
A
protected
series
of
a
series
limited
liability
company
is
dissolved,
and
its
activities
and
affairs
must
be
wound
up,
only
on
any
of
the
following:
1.
Dissolution
of
the
company
.
2.
Occurrence
of
an
event
or
circumstance
the
operating
agreement
states
causes
dissolution
of
the
protected
series.
3.
Affirmative
vote
or
consent
of
all
members.
4.
Entry
by
the
court
of
an
order
dissolving
the
protected
series
on
application
by
an
associated
member
or
protected-series
manager
of
the
protected
series
subject
to
all
of
the
following:
a.
In
accordance
with
section
489.14108
.
b.
T
o
the
same
extent,
in
the
same
manner
,
and
on
the
same
grounds
the
court
would
enter
an
order
dissolving
a
limited
liability
company
on
application
by
a
member
or
manager
of
the
company
.
5.
Entry
by
the
court
of
an
order
dissolving
the
protected
series
on
application
by
the
company
or
a
member
of
the
company
on
the
ground
that
the
conduct
of
all
or
substantially
all
the
activities
and
affairs
of
the
protected
series
is
illegal.
2019
Acts,
ch
26,
§24,
41
Referred
to
in
§489.14103
,
489.14107
,
489.14108
489.14502
W
inding
up
dissolved
protected
series.
1.
Subject
to
subsections
2
and
3
and
in
accordance
with
section
489.14108
all
of
the
following
apply:
a.
A
dissolved
protected
series
shall
wind
up
its
activities
and
affairs
in
the
same
manner
that
a
limited
liability
company
winds
up
its
activities
and
affairs
under
sections
489.702
,
489.704
,
and
489.705
subject
to
the
same
requirements
and
conditions
and
with
the
same
effects.
b.
Judicial
supervision
or
another
judicial
remedy
is
available
in
the
winding
up
of
the
protected
series
to
the
same
extent,
in
the
same
manner
,
under
the
same
conditions,
and
with
the
same
effects
that
apply
under
section
489.702,
subsection
5
.
2.
When
a
protected
series
of
a
series
limited
liability
company
dissolves,
the
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
protected
series
dissolution
stating
the
name
of
the
company
and
the
protected
series
and
that
the
protected
series
is
dissolved.
The
filing
of
the
statement
by
the
secretary
of
state
has
the
same
effect
as
the
filing
by
the
secretary
of
state
of
a
statement
of
dissolution
under
section
489.103,
subsection
4
,
paragraph
“b”
,
subparagraph
(1).
3.
When
a
protected
series
of
a
series
limited
liability
company
has
completed
winding
up,
the
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
cancellation
stating
the
name
of
the
company
and
the
protected
series
and
that
the
protected
series
is
terminated.
The
filing
of
the
statement
by
the
secretary
of
state
has
the
same
effect
as
the
filing
by
the
secretary
of
state
of
a
statement
of
termination
under
section
489.103,
subsection
4
,
paragraph
“b”
,
subparagraph
(2).
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14502,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
88
4.
A
series
limited
liability
company
has
not
completed
its
winding
up
until
each
of
the
protected
series
of
the
company
has
completed
its
winding
up.
2019
Acts,
ch
26,
§25,
41
Referred
to
in
§489.14103
,
489.14107
,
489.14108
489.14503
Effect
of
reinstatement
of
series
limited
liability
company
or
revocation
of
voluntar
y
dissolution.
If
a
series
limited
liability
company
that
has
been
administratively
dissolved
is
reinstated,
or
a
series
limited
liability
company
that
voluntarily
dissolved
rescinds
its
dissolution
both
of
the
following
apply:
1.
Each
protected
series
of
the
company
ceases
winding
up.
2.
The
provisions
of
section
489.710
apply
to
each
protected
series
of
the
company
in
accordance
with
section
489.14108
.
2019
Acts,
ch
26,
§26,
41
Referred
to
in
§489.14107
,
489.14108
489.14504
through
489.14600
Reserved.
P
ART
6
ENTITY
TRANSACTIONS
RESTRICTED
489.14601
Definitions.
As
used
in
this
part:
1.
“
After
a
merger”
or
“after
the
merger”
means
when
a
merger
under
section
489.14604
becomes
effective
and
afterwards.
2.
“Before
a
merger”
or
“before
the
merger”
means
before
a
merger
under
section
489.14604
becomes
effective.
3.
“Continuing
protected
series”
means
a
protected
series
of
a
surviving
company
which
continues
in
uninterrupted
existence
after
a
merger
under
section
489.14604
.
4.
“Merging
company
”
means
a
limited
liability
company
that
is
party
to
a
merger
under
section
489.14604
.
5.
“Nonsurviving
company
”
means
a
merging
company
that
does
not
continue
in
existence
after
a
merger
under
section
489.14604
.
6.
“Relocated
protected
series”
means
a
protected
series
of
a
nonsurviving
company
which,
after
a
merger
under
section
489.14604
,
continues
in
uninterrupted
existence
as
a
protected
series
of
the
surviving
company
.
7.
“Surviving
company
”
means
a
merging
company
that
continues
in
existence
after
a
merger
under
section
489.14604
.
2019
Acts,
ch
26,
§27,
41
489.14602
P
rotected
series
shall
not
be
party
to
entity
transaction.
A
protected
series
shall
not
do
any
of
the
following:
1.
Be
an
acquiring,
acquired,
converting,
converted,
merging,
or
surviving
entity
.
2.
P
articipate
in
a
domestication.
3.
Be
a
party
to
or
be
formed,
organized,
established,
or
created
in
a
transaction
substantially
like
a
merger
,
interest
exchange,
conversion,
or
domestication.
2019
Acts,
ch
26,
§28,
41
489.14603
Restriction
on
entity
transaction
involving
protected
series.
A
series
limited
liability
company
shall
not
be
any
of
the
following:
1.
An
acquiring,
acquired,
converting,
converted,
domesticating,
or
domesticated
entity
.
2.
Except
as
otherwise
provided
in
section
489.14604
,
a
party
to
or
the
surviving
company
of
a
merger
.
2019
Acts,
ch
26,
§29,
41
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

89
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14606
489.14604
Merger
authorized
—
parties
restricted.
A
series
limited
liability
company
may
be
party
to
a
merger
in
accordance
with
subchapter
X,
parts
1
and
2
,
this
section
,
and
sections
489.14605
through
489.14608
only
if
all
of
the
following
apply:
1.
Each
other
party
to
the
merger
is
a
limited
liability
company
.
2.
The
surviving
company
is
not
created
in
the
merger
.
2019
Acts,
ch
26,
§30,
41
;
2024
Acts,
ch
1125,
§25,
31
Referred
to
in
§489.14601
,
489.14603
,
489.14605
,
489.14606
,
489.14607
,
489.14608
489.14605
Plan
of
merger
.
In
a
merger
under
section
489.14604
,
the
plan
of
merger
must
do
all
of
the
following:
1.
Comply
with
subchapter
X,
parts
1
and
2
.
2.
State
in
a
record
all
of
the
following:
a.
F
or
any
protected
series
of
a
nonsurviving
company
,
whether
after
the
merger
the
protected
series
will
be
a
relocated
protected
series
or
be
dissolved,
wound
up,
and
terminated.
b.
F
or
any
protected
series
of
the
surviving
company
which
exists
before
the
merger
,
whether
after
the
merger
the
protected
series
will
be
a
continuing
protected
series
or
be
dissolved,
wound
up,
and
terminated.
c.
F
or
each
relocated
protected
series
or
continuing
protected
series
all
of
the
following:
(1)
The
name
of
any
person
that
becomes
an
associated
member
or
protected-series
transferee
of
the
protected
series
after
the
merger
,
any
consideration
to
be
paid
by
,
on
behalf
of,
or
in
respect
of
the
person,
the
name
of
the
payor
,
and
the
name
of
the
payee.
(2)
The
name
of
any
person
whose
rights
or
obligations
in
the
person
’s
capacity
as
an
associated
member
or
protected-series
transferee
will
change
after
the
merger
.
(3)
Any
consideration
to
be
paid
to
a
person
who
before
the
merger
was
an
associated
member
or
protected-series
transferee
of
the
protected
series
and
the
name
of
the
payor
.
(4)
If
after
the
merger
the
protected
series
will
be
a
relocated
protected
series,
its
new
name.
d.
F
or
any
protected
series
to
be
established
by
the
surviving
company
as
a
result
of
the
merger
all
of
the
following:
(1)
The
name
of
the
protected
series.
(2)
Any
protected-series
transferable
interest
to
be
owned
by
the
surviving
company
when
the
protected
series
is
established.
(3)
The
name
of
and
any
protected-series
transferable
interest
owned
by
any
person
that
will
be
an
associated
member
of
the
protected
series
when
the
protected
series
is
established.
e.
F
or
any
person
that
is
an
associated
member
of
a
relocated
protected
series
and
will
remain
a
member
after
the
merger
,
any
amendment
to
the
operating
agreement
of
the
surviving
company
which
is
all
of
the
following:
(1)
Is
or
is
proposed
to
be
in
a
record.
(2)
Is
necessary
or
appropriate
to
state
the
rights
and
obligations
of
the
person
as
a
member
of
the
surviving
company
.
2019
Acts,
ch
26,
§31,
41
;
2024
Acts,
ch
1125,
§26,
31
Referred
to
in
§489.14604
489.14606
Articles
of
merger
.
In
a
merger
under
section
489.14604
,
the
statement
of
merger
must
do
all
of
the
following:
1.
Comply
with
subchapter
X,
parts
1
and
2
.
2.
Include
as
an
attachment
the
following
records,
each
to
become
effective
when
the
merger
becomes
effective
upon
any
of
the
following:
a.
F
or
a
protected
series
of
a
merging
company
being
terminated
as
a
result
of
the
merger
,
a
statement
of
termination
signed
by
the
company
.
b.
F
or
a
protected
series
of
a
nonsurviving
company
which
after
the
merger
will
be
a
relocated
protected
series
all
of
the
following:
(1)
A
statement
of
relocation
signed
by
the
nonsurviving
company
which
contains
the
name
of
the
company
and
the
name
of
the
protected
series
before
and
after
the
merger
.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14606,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
90
(2)
A
statement
of
protected
series
designation
signed
by
the
surviving
company
.
c.
F
or
a
protected
series
being
established
by
the
surviving
company
as
a
result
of
the
merger
,
a
protected
series
designation
signed
by
the
company
.
2019
Acts,
ch
26,
§32,
41
;
2024
Acts,
ch
1125,
§27,
28,
31
Referred
to
in
§489.14604
489.14607
Effect
of
merger
.
When
a
merger
under
section
489.14604
becomes
effective,
in
addition
to
the
effects
stated
in
section
489.1026
,
all
of
the
following
apply:
1.
As
provided
in
the
plan
of
merger
,
each
protected
series
of
each
merging
company
which
was
established
before
the
merger
is
any
of
the
following:
a.
Is
a
relocated
protected
series
or
continuing
protected
series.
b.
Is
dissolved,
wound
up,
and
terminated.
2.
Any
protected
series
to
be
established
as
a
result
of
the
merger
is
established.
3.
Any
relocated
protected
series
or
continuing
protected
series
is
the
same
person
without
interruption
as
it
was
before
the
merger
.
4.
All
property
of
a
relocated
protected
series
or
continuing
protected
series
continues
to
be
vested
in
the
protected
series
without
transfer
,
reversion,
or
impairment.
5.
All
debts,
obligations,
and
other
liabilities
of
a
relocated
protected
series
or
continuing
protected
series
continue
as
debts,
obligations,
and
other
liabilities
of
the
protected
series.
6.
Except
as
otherwise
provided
by
law
or
the
plan
of
merger
,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
a
relocated
protected
series
or
continuing
protected
series
remain
in
the
protected
series.
7.
The
new
name
of
a
relocated
protected
series
may
be
substituted
for
the
former
name
of
the
protected
series
in
any
pending
action
or
proceeding.
8.
If
provided
in
the
plan
of
merger
all
of
the
following
apply:
a.
A
person
becomes
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
protected
series.
b.
A
person
becomes
an
associated
member
of
a
protected
series
established
by
the
surviving
company
as
a
result
of
the
merger
.
c.
Any
change
in
the
rights
or
obligations
of
a
person
in
the
person
’s
capacity
as
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
protected
series
take
effect.
d.
Any
consideration
to
be
paid
to
a
person
that
before
the
merger
was
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
protected
series
is
due.
9.
Any
person
that
is
a
member
of
a
relocated
protected
series
becomes
a
member
of
the
surviving
company
,
if
not
already
a
member
.
2019
Acts,
ch
26,
§33,
41
;
2024
Acts,
ch
1125,
§29,
31
Referred
to
in
§489.14604
489.14608
Application
of
section
489.14404
after
merger
.
1.
A
creditor
’s
right
that
existed
under
section
489.14404
immediately
before
a
merger
under
section
489.14604
may
be
enforced
after
the
merger
in
accordance
with
all
of
the
following:
a.
A
creditor
’s
right
that
existed
immediately
before
the
merger
against
the
surviving
company
,
a
continuing
protected
series,
or
a
relocated
protected
series
continues
without
change
after
the
merger
.
b.
A
creditor
’s
right
that
existed
immediately
before
the
merger
against
a
nonsurviving
company
all
of
the
following
apply:
(1)
May
be
asserted
against
an
asset
of
the
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger
.
(2)
Does
not
otherwise
change.
c.
Subject
to
subsection
2
,
all
of
the
following
apply:
(1)
In
addition
to
the
remedy
stated
in
paragraph
“a”
,
a
creditor
with
a
right
under
section
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

91
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14701
489.14404
which
existed
immediately
before
the
merger
against
a
nonsurviving
company
or
a
relocated
protected
series
may
assert
the
right
against
any
of
the
following:
(a)
An
asset
of
the
surviving
company
,
other
than
an
asset
of
the
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger
.
(b)
An
asset
of
a
continuing
protected
series.
(c)
An
asset
of
a
protected
series
established
by
the
surviving
company
as
a
result
of
the
merger
.
(d)
If
the
creditor
’s
right
was
against
an
asset
of
the
nonsurviving
company
,
an
asset
of
a
relocated
series.
(e)
If
the
creditor
’s
right
was
against
an
asset
of
a
relocated
protected
series,
an
asset
of
another
relocated
protected
series.
(2)
In
addition
to
the
remedy
stated
in
paragraph
“b”
,
a
creditor
with
a
right
that
existed
immediately
before
the
merger
against
the
surviving
company
or
a
continuing
protected
series
may
assert
the
right
against
any
of
the
following:
(a)
An
asset
of
a
relocated
protected
series.
(b)
An
asset
of
a
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger
.
2.
F
or
the
purposes
of
subsection
1
,
paragraph
“c”
,
and
section
489.14404,
subsection
2
,
paragraph
“a”
,
subparagraph
(1);
section
489.14404,
subsection
2
,
paragraph
“b”
,
subparagraph
(1);
and
section
489.14404,
subsection
2
,
paragraph
“c”
,
subparagraph
(1),
the
incurrence
date
is
deemed
to
be
the
date
on
which
the
merger
becomes
effective.
3.
A
merger
under
section
489.14604
does
not
affect
the
manner
in
which
section
489.14404
applies
to
a
liability
incurred
after
the
merger
.
2019
Acts,
ch
26,
§34,
41
Referred
to
in
§489.14404
,
489.14604
489.14609
through
489.14700
Reserved.
P
ART
7
FOREIGN
PROTECTED
SERIES
489.14701
Governing
law
.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
series
limited
liability
company
governs
all
of
the
following:
1.
The
internal
affairs
of
a
foreign
protected
series
of
the
company
,
including
all
of
the
following:
a.
Relations
among
any
associated
members
of
the
foreign
protected
series.
b.
Relations
between
the
foreign
protected
series
and
any
of
the
following:
(1)
Any
associated
member
.
(2)
The
protected-series
manager
.
(3)
Any
protected-series
transferee.
c.
Relations
between
any
associated
member
and
any
of
the
following:
(1)
The
protected-series
manager
.
(2)
Any
protected-series
transferee.
d.
The
rights
and
duties
of
a
protected-series
manager
.
e.
Governance
decisions
affecting
the
activities
and
affairs
of
the
foreign
protected
series
and
the
conduct
of
those
activities
and
affairs.
f
.
P
rocedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
2.
Relations
between
the
foreign
protected
series
and
all
of
the
following:
a.
The
company
.
b.
Another
foreign
protected
series
of
the
company
.
c.
A
member
of
the
company
which
is
not
an
associated
member
of
the
foreign
protected
series.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14701,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
92
d.
A
foreign
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
e.
A
foreign
protected-series
transferee
that
is
not
a
foreign
protected-series
transferee
of
the
protected
series.
f
.
A
transferee
of
a
transferable
interest
of
the
company
.
3.
Except
as
otherwise
provided
in
sections
489.14402
and
489.14404
,
the
liability
of
a
person
for
a
debt,
obligation,
or
other
liability
of
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
person
being
or
acting
as
any
of
the
following:
a.
An
associated
member
,
protected-series
transferee,
or
protected-series
manager
of
the
foreign
protected
series.
b.
A
member
of
the
company
which
is
not
an
associated
member
of
the
foreign
protected
series.
c.
A
protected-series
manager
of
another
foreign
protected
series
of
the
company
.
d.
A
protected-series
transferee
of
another
foreign
protected
series
of
the
company
.
e.
A
manager
of
the
company
.
f
.
A
transferee
of
a
transferable
interest
of
the
company
.
4.
Except
as
otherwise
provided
in
sections
489.14402
and
489.14404
all
of
the
following
apply:
a.
The
liability
of
the
foreign
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
a
foreign
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company
or
the
company
as
a
consequence
of
any
of
the
following:
(1)
Being
or
acting
as
a
foreign
protected-series
manager
of
the
foreign
protected
series.
(2)
Having
the
foreign
protected
series
manage
the
company
.
(3)
Owning
a
protected-series
transferable
interest
of
the
foreign
protected
series.
b.
The
liability
of
a
foreign
protected
series
for
a
debt,
obligation,
or
other
liability
of
the
company
or
another
foreign
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
foreign
protected
series
as
a
consequence
of
any
of
the
following:
(1)
Being
a
foreign
protected
series
of
the
company
or
having
the
company
or
another
foreign
protected
series
of
the
company
be
or
act
as
foreign
protected-series
manager
of
the
foreign
protected
series.
(2)
Managing
the
company
or
being
or
acting
as
a
foreign
protected-series
manager
of
another
foreign
protected
series
of
the
company
.
2019
Acts,
ch
26,
§35,
41
489.14702
No
attribution
of
activities
constituting
doing
business
or
for
establishing
jurisdiction.
In
determining
whether
a
foreign
series
limited
liability
company
or
foreign
protected
series
of
the
company
does
business
in
this
state
or
is
subject
to
the
personal
jurisdiction
of
the
courts
of
this
state
all
of
the
following
apply:
1.
The
activities
and
affairs
of
the
company
are
not
attributable
to
a
foreign
protected
series
of
the
company
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company
.
2.
The
activities
and
affairs
of
a
foreign
protected
series
are
not
attributable
to
the
company
or
another
foreign
protected
series
of
the
company
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company
.
2019
Acts,
ch
26,
§36,
41
489.14703
Authorization
of
foreign
protected
series.
1.
Except
as
otherwise
provided
in
this
section
and
subject
to
sections
489.14402
and
489.14404
,
the
law
of
this
state
governing
the
filing
of
a
certificate
of
authority
of
a
foreign
limited
liability
company
to
do
business
in
this
state,
including
the
consequences
of
not
complying
with
that
law
,
applies
to
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
as
if
the
foreign
protected
series
were
a
foreign
limited
liability
company
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

93
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
,
§489.14705
formed
separately
from
the
foreign
series
limited
liability
company
and
distinct
from
the
foreign
series
limited
liability
company
and
any
other
foreign
protected
series
of
the
foreign
series
limited
liability
company
.
2.
An
application
by
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
for
a
certificate
of
authority
to
do
business
in
this
state
must
include
all
of
the
following:
a.
The
name
and
jurisdiction
of
formation
of
the
foreign
series
limited
liability
company
.
b.
If
the
company
has
other
foreign
protected
series,
the
name
and
street
and
mailing
address
of
an
individual
who
knows
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
Each
other
foreign
protected
series
of
the
foreign
series
limited
liability
company
.
(2)
The
foreign
protected-series
manager
of
and
agent
for
service
of
process
for
each
other
foreign
protected
series
of
the
foreign
series
limited
liability
company
.
2A
.
If
the
jurisdiction
under
whose
law
the
foreign
protected
series
was
organized
does
not
provide
for
the
protected
series
to
obtain
a
certificate
of
existence,
the
foreign
protected
series
shall
attach
a
certificate
of
existence
for
the
series
limited
liability
company
of
which
it
is
a
protected
series.
In
that
case,
a
foreign
protected
series
of
the
foreign
series
limited
liability
company
will
be
deemed
to
be
in
existence
and
good
standing
as
long
as
the
series
limited
liability
company
is
in
existence
and
good
standing.
3.
The
name
of
a
foreign
protected
series
applying
for
a
certificate
of
authority
or
authorized
to
do
business
in
this
state
must
comply
with
section
489.14202
and
may
do
so
using
a
fictitious
name
pursuant
to
section
489.112
,
if
the
fictitious
name
complies
with
section
489.14202
.
4.
A
foreign
protected
series
that
has
in
effect
a
certificate
of
authority
pursuant
to
this
section
shall
file
with
the
secretary
of
state
an
amendment
to
its
application
if
there
is
any
change
in
the
information
required
by
subsection
2
.
2019
Acts,
ch
26,
§37,
41
489.14704
Disclosure
required
when
foreign
series
limited
liability
company
or
foreign
protected
series
party
to
proceeding.
1.
Not
later
than
thirty
days
after
becoming
a
party
to
a
proceeding
before
a
civil,
administrative,
or
other
adjudicative
tribunal
of
or
located
in
this
state
or
a
tribunal
of
the
United
States
located
in
this
state
all
of
the
following
apply:
a.
A
foreign
series
limited
liability
company
shall
disclose
to
each
other
party
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
Each
foreign
protected
series
of
the
company
.
(2)
Each
foreign
protected-series
manager
of
and
a
registered
agent
for
service
of
process
for
each
foreign
protected
series
of
the
company
.
b.
A
foreign
protected
series
of
a
foreign
series
limited
liability
company
shall
disclose
to
each
other
party
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
The
company
and
each
manager
of
the
company
and
an
agent
for
service
of
process
for
the
company
.
(2)
Any
other
foreign
protected
series
of
the
company
and
each
foreign
protected-series
manager
of
and
an
agent
for
service
of
process
for
the
other
foreign
protected
series.
2.
If
a
foreign
series
limited
liability
company
or
foreign
protected
series
challenges
the
personal
jurisdiction
of
the
tribunal,
the
requirement
that
the
foreign
company
or
foreign
protected
series
make
disclosure
under
subsection
1
is
tolled
until
the
tribunal
determines
whether
it
has
personal
jurisdiction.
3.
If
a
foreign
series
limited
liability
company
or
foreign
protected
series
does
not
comply
with
subsection
1
,
a
party
to
the
proceeding
may
do
any
of
the
following:
a.
Request
the
tribunal
to
treat
the
noncompliance
as
a
failure
to
comply
with
the
tribunal’s
discovery
rules.
b.
Bring
a
separate
proceeding
in
the
court
to
enforce
subsection
1
.
2019
Acts,
ch
26,
§38,
41
489.14705
through
489.14800
Reserved.
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)

§489.14801,
UNIFORM
LIMITED
LIABILITY
COMP
ANY
ACT
94
P
ART
8
TRANSITION
PRO
VISIONS
489.14801
Uniformity
of
application
and
constr
uction.
In
applying
and
construing
this
subchapter
,
consideration
shall
be
given
to
the
need
to
promote
uniformity
of
the
law
with
respect
to
its
subject
matter
among
states
that
enact
the
uniform
protected
series
Act
as
approved
and
recommended
by
the
national
conference
of
commissioners
on
uniform
state
laws.
2020
Acts,
ch
1013,
§1
;
2023
Acts,
ch
152,
§140,
161
489.14802
Reserved.
489.14803
T
ransitional
provisions.
Repealed
by
its
own
terms;
2019
Acts,
ch
26,
§39
.
489.14804
Savings
clause.
This
subchapter
does
not
affect
an
action
commenced,
proceeding
brought,
or
right
accrued
before
July
1,
2020.
2019
Acts,
ch
26,
§40,
41
;
2023
Acts,
ch
152,
§141,
161
T
ue
Dec
09
22:07:32
2025
Iowa
Code
2026,
Chapter
489
(303,
2)