CHAPTER489

1 1 REVISED UNIFORM LIMITED LIABILITY COMPANY ACT, Ch 489. chapter 489. REVISED UNIFORM LIMITED LIABILITY COMPANY ACT. Referred to in , , , , , , , , , , , , , , , , ARTICLE 1 ARTICLE 3. GENERAL PROVISIONS RELATIONS OF MEMBERS AND MANAGERS TO PERSONS. DEALING WITH LIMITED LIABILITY COMPANY. Short title. Definitions. No agency power of member as Knowledge notice. member. Nature, purpose, and duration of Statement of authority. limited liability company. Statement of denial. Powers. Liability of members and Governing law. managers. Supplemental principles of law. through Reserved. Name. Reservation of name. ARTICLE 4. Operating agreement scope, function, and limitations. RELATIONS OF MEMBERS TO EACH OTHER AND TO. LIMITED LIABILITY COMPANY. Operating agreement effect on limited liability company and Becoming member. persons becoming members Form of contribution.

2 Preformation agreement. Liability for contributions. Operating agreement effect on Sharing of and right to third parties and relationship distributions before to records effective on behalf dissolution. of limited liability company. Limitations on distribution. Registered office and registered Liability for improper agent for service of process. distributions. Change of registered office or Management of limited liability registered agent for service of company. process. Real estate interest transferred Resignation of registered agent by limited liability company for service of process. or foreign limited liability Service of process. company. Fees. Indemnification and insurance. through Reserved. Standards of conduct for members and managers. Right of members, managers, ARTICLE 2 and dissociated members to FORMATION CERTIFICATE OF ORGANIZATION AND information.

3 OTHER FILINGS through Reserved. Formation of limited liability company certificate of ARTICLE 5. organization. Amendment or restatement of TRANSFERABLE INTERESTS AND RIGHTS OF. TRANSFEREES AND CREDITORS. certificate of organization. Signing of records to be delivered Nature of transferable interest. for filing to secretary of state. Transfer of transferable interest. Signing and filing pursuant to Charging order. judicial order. Power of personal representative Delivery to and filing of records of deceased member. by secretary of state through Reserved. effective time and date. Secretary of state extra services surcharge. ARTICLE 6. Correcting filed record. MEMBER'S DISSOCIATION. Penalty for signing false record. Certificate of existence or Member's power to dissociate . authorization. wrongful dissociation. Biennial report for secretary of Events causing dissociation.

4 State. Effect of person's dissociation as through Reserved. member. Fri Dec 03 22:18:04 2021 Iowa Code 2022, chapter 489 (176, 6). Ch 489, REVISED UNIFORM LIMITED LIABILITY COMPANY ACT 2. Member's power to dissociate Effect of merger. under certain circumstances. Conversion. through Reserved. Action on plan of conversion by converting limited liability company. ARTICLE 7. Filings required for conversion . DISSOLUTION AND WINDING UP effective date. Effect of conversion. Events causing dissolution. Domestication. Rescinding dissolution. Action on plan of domestication Winding up. by domesticating limited Known claims against dissolved liability company. limited liability company. Filings required for domestication Other claims against dissolved effective date. limited liability company. Effect of domestication. Administrative dissolution.

5 Restrictions on approval of Reinstatement following mergers, conversions, and administrative dissolution. domestications. Appeal from rejection of Merger of domestic cooperative reinstatement. into a domestic limited liability Distribution of assets in winding company. up limited liability company's Article not exclusive. activities. through Reserved. through Reserved. ARTICLE 11. ARTICLE 8. PROFESSIONAL LIMITED LIABILITY COMPANIES. FOREIGN LIMITED LIABILITY COMPANIES. Definitions. Governing law. Purposes and powers. Application for certificate of Name. authority. Who may organize. Activities not constituting Practice by professional limited transacting business. liability company. Filing of certificate of authority. Professional regulation. Noncomplying name of foreign Relationship and liability to limited liability company.

6 Persons served. Revocation of certificate of Issuance of interests. authority. Assignment of interests. Cancellation of certificate of Convertible interests rights authority. and options. Effect of failure to have certificate Voting trust proxy. of authority. Required purchase by Action by attorney general. professional limited liability through Reserved. company of its own interests. Certificates representing interests. ARTICLE 9. Management. ACTIONS BY MEMBERS Merger. Dissolution or liquidation. Direct action by member. Foreign professional limited Derivative action. liability company. Proper plaintiff. Limited liability companies Pleading. organized under the other Reserved. laws. Proceeds and expenses. Conflicts with other provisions of through Reserved. this chapter . through Reserved. ARTICLE 10. ARTICLE 12.

7 MERGER, CONVERSION, AND DOMESTICATION. SERIES LIMITED LIABILITY COMPANIES. Definitions. Merger. Series of transferable interests. Action on plan of merger by Repealed by its own terms;. constituent limited liability 2019 Acts, ch 26, 46. company. Management of a series. Filings required for merger Repealed by its own terms;. effective date. 2019 Acts, ch 26, 47. Fri Dec 03 22:18:04 2021 Iowa Code 2022, chapter 489 (176, 6). 3 REVISED UNIFORM LIMITED LIABILITY COMPANY ACT, Ch 489. Series distributions. Repealed PART 3. by its own terms; 2019 Acts, ASSOCIATED ASSETS AND MEMBERS TRANSFERABLE. ch 26, 48. INTERESTS MANAGEMENT INFORMATION RIGHTS. Dissociation from a series. Repealed by its own terms; Associated asset. 2019 Acts, ch 26, 49. Associated member. Termination of a series. Repealed Protected-series transferable by its own terms; 2019 Acts, interest.

8 Ch 26, 50. Management. Foreign series. Repealed by its Right of person not associated own terms; 2019 Acts, ch 26, member of protected series 51. to information concerning through Reserved. protected series. through Reserved. ARTICLE 13. MISCELLANEOUS PROVISIONS PART 4. LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS. Uniformity of application and construction. Limitations on liability. Relation to Electronic Signatures Claim seeking to disregard in Global and National limitation of liability. Commerce Act. Remedies of judgment creditor Savings clause. of associated member or Application to existing protected-series transferee. relationships. Enforcement against through Reserved. nonassociated asset. through Reserved. ARTICLE 14. UNIFORM PROTECTED SERIES ACT PART 5. PART 1 DISSOLUTION AND WINDING UP OF PROTECTED SERIES.

9 GENERAL PROVISIONS Events causing dissolution of protected series. Short title. Winding up dissolved protected Definitions. series. Nature of protected series. Effect of reinstatement of series Powers and duration of protected limited liability company series. or revocation of voluntary Governing law. dissolution. Relation of operating agreement, this article, and this chapter . through Reserved. Additional limitations on operating agreement. PART 6. Rules for applying specified provisions of this chapter to ENTITY TRANSACTIONS RESTRICTED. specified provisions of this article. Definitions. through Reserved. Protected series shall not be party to entity transaction. Restriction on entity transaction PART 2 involving protected series. Merger authorized parties ESTABLISHING PROTECTED SERIES. restricted. Protected series designation Plan of merger.

10 Amendment. Articles of merger. Name. Effect of merger. Registered agent. Application of section Service of process, notice, after merger. demand, or other record. through Reserved. Certificate of existence for protected series. Information required in biennial PART 7. report effect of failure to FOREIGN PROTECTED SERIES. provide. through Reserved. Governing law. Fri Dec 03 22:18:04 2021 Iowa Code 2022, chapter 489 (176, 6). Ch 489, REVISED UNIFORM LIMITED LIABILITY COMPANY ACT 4. No attribution of activities PART 8. constituting doing business or TRANSITION PROVISIONS. for establishing jurisdiction. Authorization of foreign Uniformity of application and protected series. construction. Disclosure required when foreign Reserved. series limited liability company Transitional provisions. or foreign protected series Repealed by its own terms.