Iowa Code 489.702 – Winding up
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1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.
Terms Used In Iowa Code 489.702
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- 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
- property: includes personal and real property. See Iowa Code 4.1
- 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
- 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. In winding up its activities, all of the following apply to a limited liability company:
a. It shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and marshal and distribute the assets of the company.
b. It may do all of the following:
(1) Deliver to the secretary of state for filing a statement of dissolution stating the name of the company and that the company is dissolved.
(2) Preserve the company activities and property as a going concern for a reasonable time.
(3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative.
(4) Transfer the company’s property.
(5) Settle disputes by mediation or arbitration.
(6) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated.
(7) Perform other acts necessary or appropriate to the winding up.
3. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under section 489.407, subsection 3, and is deemed to be a manager for the purposes of section 489.304, subsection 1, paragraph “b”.
4. If the legal representative under subsection 3 declines or fails to wind up the company’s activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. All of the following apply to a person appointed under this subsection:
a. The person has the powers of a sole manager under section 489.407, subsection 3, and is deemed to be a manager for the purposes of section 489.304, subsection 1, paragraph “b”.
b. The person shall promptly deliver to the secretary of state for filing an amendment to the company’s certificate of organization to do all of the following:
(1) State that the company has no members.
(2) State that the person has been appointed pursuant to this subsection to wind up the company.
(3) Provide the street and mailing addresses of the person.
5. The district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s activities pursuant to any of the following:
a. On application of a member, if the applicant establishes good cause.
b. On the application of a transferee, if all of the following apply:
(1) The company does not have any members.
(2) The legal representative of the last person to have been a member declines or fails to wind up the company’s activities.
(3) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection 4.
c. In connection with a proceeding under section 489.701, subsection 1, paragraph “d” or “e”.