Iowa Code 489.1304 – Application to existing relationships
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1. Before January 1, 2011, this chapter governs all of the following:
a. A limited liability company formed on or after January 1, 2009.
b. Except as otherwise provided in subsection 3, a limited liability company formed before January 1, 2009, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
Terms Used In Iowa Code 489.1304
- Certificate of organization: means the certificate required by section 489. 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
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, 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. See Iowa Code 489.102
- Professional limited liability company: means a limited liability company subject to this article, except a foreign professional limited liability company. See Iowa Code 489.1101
2. Except as otherwise provided in subsection 3, on and after January 1, 2011, this chapter governs all limited liability companies.
3. For 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. For the purposes of applying section 489.102, subsection 12, and subject to section 489.112, 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, Code 2011.