Terms Used In Iowa Code > Chapter 489 - Revised Uniform Limited Liability Company Act

• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Asset: means any of the following:
   a. See Iowa Code 489.14102
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Certificate of organization: means the certificate required by section 489. See Iowa Code 489.102
• clerk: means clerk of the court in which the action or proceeding is brought or is pending; and the words "clerk's office" mean the office of that clerk. See Iowa Code 4.1
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Contribution: means any benefit provided by a person to a limited liability company that is any of the following:
   a. See Iowa Code 489.102
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Decedent: A deceased person.
• delivery: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. See Iowa Code 489.102
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Distribution: except as otherwise provided in section 489. See Iowa Code 489.102
• Domestic cooperative: means an entity organized on a cooperative basis under chapter 497, 498, or 499, a cooperative organized under chapter 499A, or a cooperative organized under chapter 501 or 501A. See Iowa Code 489.102
• Electronic transmission: means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. See Iowa Code 489.102
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• executor: includes administrator, and the term "administrator" includes executor, where the subject matter justifies such use. See Iowa Code 4.1
• Executor: A male person named in a will to carry out the decedent
• Fiduciary: A trustee, executor, or administrator.
• 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
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• 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 professional limited liability company: means a limited liability company organized under laws other than the laws of this state for a purpose for which a professional limited liability company may be organized under this article. See Iowa Code 489.1101
• 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
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
• 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.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Licensed: includes registered, certified, admitted to practice, or otherwise legally authorized under the laws of this state. See Iowa Code 489.1101
• Lien: A claim against real or personal property in satisfaction of a debt.
• 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
• Manager-managed limited liability company: means a limited liability company that qualifies under 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
• Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Iowa Code 489.102
• month: means a calendar month, and the word "year" and the abbreviation "A. See Iowa Code 4.1
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nonassociated asset: means any of the following:
   a. See Iowa Code 489.14102
• 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.
• 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
• Organizer: means a person that acts under section 489. See Iowa Code 489.102
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• 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
• personal property: include money, goods, chattels, evidences of debt, and things in action. See Iowa Code 4.1
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Iowa Code 489.102
• Profession: means the following professions:
   a. See Iowa Code 489.1101
• 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
• property: includes personal and real property. See Iowa Code 4.1
• 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
• real property: include lands, tenements, hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Iowa Code 4.1
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 489.102
• Registered office: means the office that a limited liability company or foreign limited liability company is required to designate and maintain under section 489. See Iowa Code 489.102
• Regulating board: means any board, commission, court, or governmental authority which, under the laws of this state, is charged with the licensing, registration, certification, admission to practice, or other legal authorization of the practitioners of any profession. See Iowa Code 489.1101
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Rule: includes "regulation". See Iowa Code 4.1
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Sign: means , with the present intent to authenticate or adopt a record, to do any of the following:
   a. See Iowa Code 489.102
• Signature: includes an electronic signature as defined in section 554D. 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
• Statute: A law passed by a legislature.
• Summons: Another word for subpoena used by the criminal justice system.
• Tenancy in common: A type of property ownership in which two or more individuals have an undivided interest in property. At the death of one tenant in common, his (her) fractional percentage of ownership in the property passes to the decedent
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• 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
• 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
• Trustee: A person or institution holding and administering property in trust.
• undertaking: means a promise or security in any form. See Iowa Code 4.1
• United States: includes all the states. See Iowa Code 4.1
• Voluntary transfer: includes a sale, voluntary assignment, gift, pledge, or encumbrance; a voluntary change of legal or equitable ownership or beneficial interest; or a voluntary change of persons having voting rights with respect to any transferable interest, except as proxies. See Iowa Code 489.1101
• year: means twelve consecutive months. See Iowa Code 4.1