Iowa Code 489.14701 – Governing law
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The law of the jurisdiction of formation of a foreign series limited liability company governs all of the following:
1. The internal affairs of a foreign protected series of the company, including all of the following:
a. Relations among any associated members of the foreign protected series.
b. Relations between the foreign 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 foreign 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 489.14701
- 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
- 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
- Foreign series limited liability company: means a foreign limited liability company that has at least one foreign protected series. See Iowa Code 489.14102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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
- 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. Relations between the foreign protected series and all of the following:
a. The company.
b. Another foreign protected series of the company.
c. A member of the company which is not an associated member of the foreign protected series.
d. A foreign protected-series manager that is not a protected-series manager of the protected series.
e. A foreign protected-series transferee that is not a foreign protected-series transferee of the protected series.
f. A transferee of a transferable interest of the company.
3. Except as otherwise provided in sections 489.14402 and 489.14404, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series.
b. A member of the company which is not an associated member of the foreign protected series.
c. A protected-series manager of another foreign protected series of the company.
d. A protected-series transferee of another foreign protected series of the company.
e. A manager of the company.
f. A transferee of a transferable interest of the company.
4. Except as otherwise provided in sections 489.14402 and 489.14404 all of the following apply:
a. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company as a consequence of any of the following:
(1) Being or acting as a foreign protected-series manager of the foreign protected series.
(2) Having the foreign protected series manage the company.
(3) Owning a protected-series transferable interest of the foreign protected series.
b. The liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series as a consequence of any of the following:
(1) Being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series.
(2) Managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.