§ 489.101 Short title
§ 489.102 Definitions
§ 489.103 Knowledge — notice.
§ 489.104 Nature, purpose, and duration of limited liability company
§ 489.105 Powers
§ 489.106 Governing law
§ 489.107 Supplemental principles of law
§ 489.108 Name
§ 489.109 Reservation of name
§ 489.110 Operating agreement — scope, function, and limitations.
§ 489.111 Operating agreement — effect on limited liability company and persons becoming members — preformation agreement.
§ 489.112 Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.
§ 489.113 Registered office and registered agent for service of process
§ 489.114 Change of registered office or registered agent for service of process
§ 489.115 Resignation of registered agent for service of process
§ 489.116 Service of process
§ 489.117 Fees
§ 489.201 Formation of limited liability company — certificate of organization.
§ 489.202 Amendment or restatement of certificate of organization
§ 489.203 Signing of records to be delivered for filing to secretary of state
§ 489.204 Signing and filing pursuant to judicial order
§ 489.205 Delivery to and filing of records by secretary of state — effective time and date.
§ 489.206 Correcting filed record
§ 489.207 Penalty for signing false record
§ 489.208 Certificate of existence or authorization
§ 489.209 Biennial report for secretary of state
§ 489.301 No agency power of member as member
§ 489.302 Statement of authority
§ 489.303 Statement of denial
§ 489.304 Liability of members and managers
§ 489.401 Becoming member
§ 489.402 Form of contribution
§ 489.403 Liability for contributions
§ 489.404 Sharing of and right to distributions before dissolution
§ 489.405 Limitations on distribution
§ 489.406 Liability for improper distributions
§ 489.407 Management of limited liability company
§ 489.407A Real estate interest transferred by limited liability company or foreign limited liability company
§ 489.408 Indemnification and insurance
§ 489.409 Standards of conduct for members and managers
§ 489.410 Right of members, managers, and dissociated members to information
§ 489.501 Nature of transferable interest
§ 489.502 Transfer of transferable interest
§ 489.503 Charging order
§ 489.504 Power of personal representative of deceased member
§ 489.601 Member’s power to dissociate — wrongful dissociation.
§ 489.602 Events causing dissociation
§ 489.603 Effect of person’s dissociation as member.
§ 489.604 Member’s power to dissociate under certain circumstances.
§ 489.701 Events causing dissolution
§ 489.702 Winding up
§ 489.703 Known claims against dissolved limited liability company
§ 489.704 Other claims against dissolved limited liability company
§ 489.705 Administrative dissolution
§ 489.706 Reinstatement following administrative dissolution
§ 489.707 Appeal from rejection of reinstatement
§ 489.708 Distribution of assets in winding up limited liability company’s activities.
§ 489.801 Governing law
§ 489.802 Application for certificate of authority
§ 489.803 Activities not constituting transacting business
§ 489.804 Filing of certificate of authority
§ 489.805 Noncomplying name of foreign limited liability company
§ 489.806 Revocation of certificate of authority
§ 489.807 Cancellation of certificate of authority
§ 489.808 Effect of failure to have certificate of authority
§ 489.809 Action by attorney general
§ 489.901 Direct action by member
§ 489.902 Derivative action
§ 489.903 Proper plaintiff
§ 489.904 Pleading
§ 489.906 Proceeds and expenses
§ 489.1001 Definitions
§ 489.1002 Merger
§ 489.1003 Action on plan of merger by constituent limited liability company
§ 489.1004 Filings required for merger — effective date.
§ 489.1005 Effect of merger
§ 489.1006 Conversion
§ 489.1007 Action on plan of conversion by converting limited liability company
§ 489.1008 Filings required for conversion — effective date.
§ 489.1009 Effect of conversion
§ 489.1010 Domestication
§ 489.1011 Action on plan of domestication by domesticating limited liability company
§ 489.1012 Filings required for domestication — effective date.
§ 489.1013 Effect of domestication
§ 489.1014 Restrictions on approval of mergers, conversions, and domestications
§ 489.1015 Merger of domestic cooperative into a domestic limited liability company
§ 489.1016 Article not exclusive
§ 489.1101 Definitions
§ 489.1102 Purposes and powers
§ 489.1103 Name
§ 489.1104 Who may organize
§ 489.1105 Practice by professional limited liability company
§ 489.1106 Professional regulation
§ 489.1107 Relationship and liability to persons served
§ 489.1108 Issuance of interests
§ 489.1109 Assignment of interests
§ 489.1110 Convertible interests — rights and options.
§ 489.1111 Voting trust — proxy.
§ 489.1112 Required purchase by professional limited liability company of its own interests
§ 489.1113 Certificates representing interests
§ 489.1114 Management
§ 489.1115 Merger
§ 489.1116 Dissolution or liquidation
§ 489.1117 Foreign professional limited liability company
§ 489.1118 Limited liability companies organized under the other laws
§ 489.1119 Conflicts with other provisions of this chapter
§ 489.1201 Series of transferable interests
§ 489.1202 Management of a series
§ 489.1203 Series distributions
§ 489.1204 Dissociation from a series
§ 489.1205 Termination of a series
§ 489.1206 Foreign series
§ 489.1301 Uniformity of application and construction
§ 489.1302 Relation to Electronic Signatures in Global and National Commerce Act
§ 489.1303 Savings clause
§ 489.1304 Application to existing relationships

Terms Used In Iowa Code > Chapter 489

  • 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
  • Contribution: means any benefit provided by a person to a limited liability company that is any of the following:
  • Debtor in bankruptcy: means a person that is the subject of any of the following:
  • deed: is a pplied to an instrument conveying lands, but does not imply a sealed instrument; and the words "bond" and "indenture" do not necessarily imply a seal, and the word "undertaking" means a promise or security in any form. See Iowa Code 4.1
  • 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
  • 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 or a cooperative organized under chapter 501 or 501A. See Iowa Code 489.102
  • executor: includes administrator, and the term "administrator" includes executor, where the subject matter justifies such use. See Iowa Code 4.1
  • 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
  • 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
  • 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
  • person: means individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity. See Iowa Code 4.1
  • 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
  • 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
  • property: includes personal and real property. See Iowa Code 4.1
  • real property: include lands, tenements, hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Iowa Code 4.1
  • 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
  • Rule: includes "regulation". See Iowa Code 4.1
  • Sign: means , with the present intent to authenticate or adopt a record, to do any of the following:
  • Signature: includes an electronic signature as defined in section 554D. See Iowa Code 4.1
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. 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
  • 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
  • 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
  • year: means twelve consecutive months. See Iowa Code 4.1