Iowa Code § 489.101
Short title
1. This chapter may be cited as the “Uniform Limited Liability Company Act”. 2. In addition, subchapter XIV of this chapter may be cited as provided in section 489.14101.
Iowa Code Chapter 489 — Uniform Limited Liability Company Act
Iowa · statute · Iowa Code ch. 489 · 182 active provisions
Iowa Code § 489.102
Definitions
As used in this chapter, unless the context otherwise requires: 1. “Certificate of organization” means the certificate required by section 489.201. The term includes the certificate as amended or restated. 2. “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in section…
Iowa Code § 489.103
Knowledge notice
1. A person knows a fact if the person has or is any of the following: a. Has actual knowledge of it. b. Is deemed to know it under subsection 4, paragraph “a”, or law other than this chapter. 2. A person has notice of a fact if the person has or is any of the following: a. Has reason to know the fact from all the fact…
Iowa Code § 489.104
Governing law
The law of this state governs all of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company.
Iowa Code § 489.105
Operating agreement scope, function, and limitations
1. Except as otherwise provided in subsections 3 and 4, the operating agreement governs all of the following: a. Relations among the members as members and between the members and the limited liability company. b. The rights and duties under this chapter of a person in the capacity of manager. c. The activities and aff…
Iowa Code § 489.106
Operating agreement effect on limited liability company and persons becoming members preformation agreement
1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. 2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. 3. Two or more persons intending to bec…
Iowa Code § 489.107
Operating agreement effect on third parties and relationship to records effective on behalf of limited liability company
1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. 2. The obligations of a lim…
Iowa Code § 489.108
Nature, purpose, and duration of limited liability company
1. A limited liability company is an entity distinct from its member or members. 2. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. A limited liability company has perpetual duration.
Iowa Code § 489.109
Powers
1. Except as otherwise provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. 2. Until a limited liability company has or has had at least one member, the limited liability c…
Iowa Code § 489.111
Supplemental principles of law
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Iowa Code § 489.112
Permitted names
1. The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. 2. Except as otherwise provided in subsection 3, the name of a limi…
Iowa Code § 489.113
Reservation of name
1. A person may reserve the exclusive use of a name that complies with section 489.112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the secretar…
Iowa Code § 489.114
Registration of name
1. A foreign limited liability company not registered to do business in this state under subchapter IX may register its name, or an alternate name adopted pursuant to section 489.906, if the name is distinguishable on the records of the secretary of state from the names that are not available under section 489.112. 2.…
Iowa Code § 489.115
Registered agent
1. Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has conse…
Iowa Code § 489.116
Change of registered agent or address for registered agent by limited liability company
1. A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states all of the following: a. The name of the limited liability company or foreign limited…
Iowa Code § 489.117
Resignation of registered agent
1. A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the secretary of state for filing a statement of resignation that states all of the following: a. The name of the limited liability company or foreign limited liability company.…
Iowa Code § 489.118
Change of name or address by registered agent
1. If a registered agent changes its name or address, the agent may deliver to the secretary of state for filing a statement of change that states all of the following: a. The name of the limited liability company or registered foreign limited liability company represented by the registered agent. b. The name of the ag…
Iowa Code § 489.119
Service of process, notice, or demand
1. A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. 2. If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its re…
Iowa Code § 489.120
Delivery of record
1. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. 2. Delivery to the secretary of state is effective only when a record is received by the secretary of state.
Iowa Code § 489.121
Reservation of power to amend or repeal
The general assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
Iowa Code § 489.122
Fees
1. The secretary of state shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing: a. Statement of rescission No fee b. Statement of withdrawal under section 489.208, subsection 1No fee c. Certificate of organization $50 d. Application for use of i…
Iowa Code § 489.122A
Secretary of state extra services surcharge
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
Iowa Code § 489.201
Formation of limited liability company certificate of organization
1. One or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization. 2. A certificate of organization must state all of the following: a. The name of the limited liability company, which must comply with section 489.112. b. Th…
Iowa Code § 489.202
Amendment or restatement of certificate of organization
1. A certificate of organization may be amended or restated at any time. 2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following: a. The name of the limited liability company. b. The date of filing of its initia…
Iowa Code § 489.203
Signing of records to be delivered for filing to secretary of state
1. A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: a. Except as otherwise provided in paragraphs “b” and “c”, a record signed by a limited liability company must be signed by a person authorized by the company. b. A limited liability company’s initial certific…
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