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Iowa Code (Last Updated: December 05, 2016) |
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Title XII. BUSINESS ENTITIES |
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Chapter 489. REVISED UNIFORM LIMITED LIABILITY COMPANY ACT |
Section 489.101. Short title. |
Section 489.102. Definitions. |
Section 489.103. Knowledge — notice. |
Section 489.104. Nature, purpose, and duration of limited liability company. |
Section 489.105. Powers. |
Section 489.106. Governing law. |
Section 489.107. Supplemental principles of law. |
Section 489.108. Name. |
Section 489.109. Reservation of name. |
Section 489.110. Operating agreement — scope, function, and limitations. |
Section 489.111. Operating agreement — effect on limited liability company and persons becoming members — preformation agreement. |
Section 489.112. Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company. |
Section 489.113. Registered office and registered agent for service of process. |
Section 489.114. Change of registered office or registered agent for service of process. |
Section 489.115. Resignation of registered agent for service of process. |
Section 489.116. Service of process. |
Section 489.117. Fees. |
Section 489.201. Formation of limited liability company — certificate of organization. |
Section 489.202. Amendment or restatement of certificate of organization. |
Section 489.203. Signing of records to be delivered for filing to secretary of state. |
Section 489.204. Signing and filing pursuant to judicial order. |
Section 489.205. Delivery to and filing of records by secretary of state — effective time and date. |
Section 489.206. Correcting filed record. |
Section 489.207. Penalty for signing false record. |
Section 489.208. Certificate of existence or authorization. |
Section 489.209. Biennial report for secretary of state. |
Section 489.301. No agency power of member as member. |
Section 489.302. Statement of authority. |
Section 489.303. Statement of denial. |
Section 489.304. Liability of members and managers. |
Section 489.401. Becoming member. |
Section 489.402. Form of contribution. |
Section 489.403. Liability for contributions. |
Section 489.404. Sharing of and right to distributions before dissolution. |
Section 489.405. Limitations on distribution. |
Section 489.406. Liability for improper distributions. |
Section 489.407. Management of limited liability company. |
Section 489.407A. Real estate interest transferred by limited liability company or foreign limited liability company. |
Section 489.408. Indemnification and insurance. |
Section 489.409. Standards of conduct for members and managers. |
Section 489.410. Right of members, managers, and dissociated members to information. |
Section 489.501. Nature of transferable interest. |
Section 489.502. Transfer of transferable interest. |
Section 489.503. Charging order. |
Section 489.504. Power of personal representative of deceased member. |
Section 489.601. Member’s power to dissociate — wrongful dissociation. |
Section 489.602. Events causing dissociation. |
Section 489.603. Effect of person’s dissociation as member. |
Section 489.604. Member’s power to dissociate under certain circumstances. |
Section 489.701. Events causing dissolution. |
Section 489.702. Winding up. |
Section 489.703. Known claims against dissolved limited liability company. |
Section 489.704. Other claims against dissolved limited liability company. |
Section 489.705. Administrative dissolution. |
Section 489.706. Reinstatement following administrative dissolution. |
Section 489.707. Appeal from rejection of reinstatement. |
Section 489.708. Distribution of assets in winding up limited liability company’s activities. |
Section 489.801. Governing law. |
Section 489.802. Application for certificate of authority. |
Section 489.803. Activities not constituting transacting business. |
Section 489.804. Filing of certificate of authority. |
Section 489.805. Noncomplying name of foreign limited liability company. |
Section 489.806. Revocation of certificate of authority. |
Section 489.807. Cancellation of certificate of authority. |
Section 489.808. Effect of failure to have certificate of authority. |
Section 489.809. Action by attorney general. |
Section 489.901. Direct action by member. |
Section 489.902. Derivative action. |
Section 489.903. Proper plaintiff. |
Section 489.904. Pleading. |
Section 489.905. |
Section 489.906. Proceeds and expenses. |
Section 489.1001. Definitions. |
Section 489.1002. Merger. |
Section 489.1003. Action on plan of merger by constituent limited liability company. |
Section 489.1004. Filings required for merger — effective date. |
Section 489.1005. Effect of merger. |
Section 489.1006. Conversion. |
Section 489.1007. Action on plan of conversion by converting limited liability company. |
Section 489.1008. Filings required for conversion — effective date. |
Section 489.1009. Effect of conversion. |
Section 489.1010. Domestication. |
Section 489.1011. Action on plan of domestication by domesticating limited liability company. |
Section 489.1012. Filings required for domestication — effective date. |
Section 489.1013. Effect of domestication. |
Section 489.1014. Restrictions on approval of mergers, conversions, and domestications. |
Section 489.1015. Merger of domestic cooperative into a domestic limited liability company. |
Section 489.1016. Article not exclusive. |
Section 489.1101. Definitions. |
Section 489.1102. Purposes and powers. |
Section 489.1103. Name. |
Section 489.1104. Who may organize. |
Section 489.1105. Practice by professional limited liability company. |
Section 489.1106. Professional regulation. |
Section 489.1107. Relationship and liability to persons served. |
Section 489.1108. Issuance of interests. |
Section 489.1109. Assignment of interests. |
Section 489.1110. Convertible interests — rights and options. |
Section 489.1111. Voting trust — proxy. |
Section 489.1112. Required purchase by professional limited liability company of its own interests. |
Section 489.1113. Certificates representing interests. |
Section 489.1114. Management. |
Section 489.1115. Merger. |
Section 489.1116. Dissolution or liquidation. |
Section 489.1117. Foreign professional limited liability company. |
Section 489.1118. Limited liability companies organized under the other laws. |
Section 489.1119. Conflicts with other provisions of this chapter. |
Section 489.1201. Series of transferable interests. |
Section 489.1202. Management of a series. |
Section 489.1203. Series distributions. |
Section 489.1204. Dissociation from a series. |
Section 489.1205. Termination of a series. |
Section 489.1206. Foreign series. |
Section 489.1301. Uniformity of application and construction. |
Section 489.1302. Relation to Electronic Signatures in Global and National Commerce Act. |
Section 489.1303. Savings clause. |
Section 489.1304. Application to existing relationships. |