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Iowa Code Chapter 489 - Revised uniform limited liability company Act

Iowa Code > Title XII > Subtitle 2 > Chapter 489 - Revised uniform limited liability company Act


Current as of: 2009
§ 489.101Short title
§ 489.102Definitions
§ 489.103Knowledge -- notice
§ 489.104Nature, purpose, and duration of limited liability company
§ 489.105Powers
§ 489.106Governing law
§ 489.107Supplemental principles of law
§ 489.108Name
§ 489.109Reservation of name
§ 489.110Operating agreement -- scope, function, and limitations
§ 489.111Operating agreement -- effect on limited liability company and persons becoming members -- preformation agreement
§ 489.112Operating agreement -- effect on third parties and relationship to records effective on behalf of limited liability company
§ 489.113Registered office and registered agent for service of process
§ 489.114Change of registered office or registered agent for service of process
§ 489.115Resignation of registered agent for service of process
§ 489.116Service of process
§ 489.117Fees
§ 489.201Formation of limited liability company -- certificate of organization
§ 489.202Amendment or restatement of certificate of organization
§ 489.203Signing of records to be delivered for filing to secretary of state
§ 489.204Signing and filing pursuant to judicial order
§ 489.205Delivery to and filing of records by secretary of state -- effective time and date
§ 489.206Correcting filed record
§ 489.207Penalty for signing false record
§ 489.208Certificate of existence or authorization
§ 489.209Biennial report for secretary of state
§ 489.301No agency power of member as member
§ 489.302Statement of authority
§ 489.303Statement of denial
§ 489.304Liability of members and managers
§ 489.401Becoming member
§ 489.402Form of contribution
§ 489.403Liability for contributions
§ 489.404Sharing of and right to distributions before dissolution
§ 489.405Limitations on distribution
§ 489.406Liability for improper distributions
§ 489.407Management of limited liability company
§ 489.408Indemnification and insurance
§ 489.409Standards of conduct for members and managers
§ 489.410Right of members, managers, and dissociated members to information
§ 489.501Nature of transferable interest
§ 489.502Transfer of transferable interest
§ 489.503Charging order
§ 489.504Power of personal representative of deceased member
§ 489.601Member's power to dissociate -- wrongful dissociation
§ 489.602Events causing dissociation
§ 489.603Effect of person's dissociation as member
§ 489.604Member's power to dissociate under certain circumstances
§ 489.701Events causing dissolution
§ 489.702Winding up
§ 489.703Known claims against dissolved limited liability company
§ 489.704Other claims against dissolved limited liability company
§ 489.705Administrative dissolution
§ 489.706Reinstatement following administrative dissolution
§ 489.707Appeal from rejection of reinstatement
§ 489.708Distribution of assets in winding up limited liability company's activities
§ 489.801Governing law
§ 489.802Application for certificate of authority
§ 489.803Activities not constituting transacting business
§ 489.804Filing of certificate of authority
§ 489.805Noncomplying name of foreign limited liability company
§ 489.806Revocation of certificate of authority
§ 489.807Cancellation of certificate of authority
§ 489.808Effect of failure to have certificate of authority
§ 489.809Action by attorney general
§ 489.901Direct action by member
§ 489.902Derivative action
§ 489.903Proper plaintiff
§ 489.904Pleading
§ 489.906Proceeds and expenses
§ 489.1001Definitions
§ 489.1002Merger
§ 489.1003Action on plan of merger by constituent limited liability company
§ 489.1004Filings required for merger -- effective date
§ 489.1005Effect of merger
§ 489.1006Conversion
§ 489.1007Action on plan of conversion by converting limited liability company
§ 489.1008Filings required for conversion -- effective date
§ 489.1009Effect of conversion
§ 489.1010Domestication
§ 489.1011Action on plan of domestication by domesticating limited liability company
§ 489.1012Filings required for domestication -- effective date
§ 489.1013Effect of domestication
§ 489.1014Restrictions on approval of mergers, conversions, and domestications
§ 489.1015Merger of domestic cooperative into a domestic limited liability company
§ 489.1016Article not exclusive
§ 489.1101Definitions
§ 489.1102Purposes and powers
§ 489.1103Name
§ 489.1104Who may organize
§ 489.1105Practice by professional limited liability company
§ 489.1106Professional regulation
§ 489.1107Relationship and liability to persons served
§ 489.1108Issuance of interests
§ 489.1109Assignment of interests
§ 489.1110Convertible interests -- rights and options
§ 489.1111Voting trust -- proxy
§ 489.1112Required purchase by professional limited liability company of its own interests
§ 489.1113Certificates representing interests
§ 489.1114Management
§ 489.1115Merger
§ 489.1116Dissolution or liquidation
§ 489.1117Foreign professional limited liability company
§ 489.1118Limited liability companies organized under the other laws
§ 489.1119Conflicts with other provisions of this chapter
§ 489.1201Series of transferable interests
§ 489.1202Management of a series
§ 489.1203Series distributions
§ 489.1204Dissociation from a series
§ 489.1205Termination of a series
§ 489.1206Foreign series
§ 489.1301Uniformity of application and construction
§ 489.1302Relation to Electronic Signatures in Global and National Commerce Act
§ 489.1303Savings clause
§ 489.1304Application to existing relationships

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