Iowa Code 489.701A – Rescinding dissolution
Current as of: 2023 | Check for updates
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1. A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, a 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 489.705.
Terms Used In Iowa Code 489.701A
- delivery: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. See Iowa Code 489.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 489.102
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 applies:
(1) If the statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 489.205 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of state for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.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 company shall resume carrying on its activities and affairs as if the dissolution had never occurred.
b. Subject to paragraph “c”, any liability incurred by the 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.