Iowa Code 489.14102 – Definitions
Current as of: 2023 | Check for updates
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As used in this article, unless the context otherwise requires:
1. “Asset” means any of the following:
a. Property in which a series limited liability company or protected series has rights.
b. Property as to which the company or protected series has the power to transfer rights.
Terms Used In Iowa Code 489.14102
- Asset: means any of the following:a. See Iowa Code 489.14102
- Associated asset: means an asset that meets the requirements of section 489. See Iowa Code 489.14102
- Associated member: means a member that meets the requirements of section 489. See Iowa Code 489.14102
- Distribution: except as otherwise provided in 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
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company. See Iowa Code 489.102
- Foreign 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 article. See Iowa Code 489.14102
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- 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
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Iowa Code 489.102
- Protected-series transferable interest: means a right to receive a distribution from a protected series. See Iowa Code 489.14102
- Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. See Iowa Code 489.102
- Transferable interest: means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. See Iowa Code 489.102
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. “Foreign 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 article. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.5. “Foreign 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. “Person” means the same as defined in section 4.1 and includes a protected series.8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.9. “Protected-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 article, and this chapter.10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.11. “Protected-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.