Iowa Code 489.14105 – Governing law
Current as of: 2023 | Check for updates
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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. Procedures and conditions for becoming an associated member or protected-series transferee.
Terms Used In Iowa Code 489.14105
- Associated member: means a member that meets the requirements of section 489. See Iowa Code 489.14102
- 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
- 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. See Iowa Code 489.102
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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 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. See Iowa Code 489.14102
- Protected-series transferable interest: means a right to receive a distribution from a protected series. See Iowa Code 489.14102
- 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. See Iowa Code 489.14102
- 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
- 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
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Iowa Code 489.102
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:
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.