reglab/housing_qa huggingface dataset:
IA Code § 489.1206 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1206 - Foreign series.

489.1206 Foreign series.   1. A foreign limited liability company that is authorized to do business in this state under article 8 which is governed by an operating agreement that establishes or provides for the establishment of designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company, or profits and losses associated with the specified property or obligations, shall indicate that fact on the application for a certificate of authority as a foreign limited liability company. In addition, the foreign limited liability company shall state on the application whether the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally.   2. This section is repealed on July 1, 2021.  2008 Acts, ch 1162, §111, 155; 2019 Acts, ch 26, §51, 53  Subsection 2 is effective July 1, 2020;  2019 Acts, ch 26, §53  Section amended
IA Code § 489.1301 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1301 - Uniformity of application and construction.

489.1301 Uniformity of application and construction.   In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.  2008 Acts, ch 1162, §112, 155
IA Code § 489.1302 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1302 - Relation to Electronic Signatures in Global and National Commerce Act.

489.1302 Relation to Electronic Signatures in Global and National Commerce Act.   This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that Act, 15 U.S.C. §7003(b).  2008 Acts, ch 1162, §113, 155
IA Code § 489.1303 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1303 - Savings clause.

489.1303 Savings clause.   This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2009.  2008 Acts, ch 1162, §114, 155; 2013 Acts, ch 90, §145
IA Code § 489.1304 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1304 - Application to existing relationships.

489.1304 Application to existing relationships.   1. Before January 1, 2011, this chapter governs all of the following:   a. A limited liability company formed on or after January 1, 2009.   b. Except as otherwise provided in subsection 3, a limited liability company formed before January 1, 2009, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.   2. Except as otherwise provided in subsection 3, on and after January 1, 2011, this chapter governs all limited liability companies.   3. For the purposes of applying this chapter to a limited liability company formed before January 1, 2009, all of the following apply:   a. The limited liability company’s articles of organization are deemed to be the company’s certificate of organization.   b. For the purposes of applying section 489.102, subsection 12, and subject to section 489.112, subsection 4, language in the limited liability company’s articles of organization designating the limited liability company’s management structure operates as if that language were in the operating agreement.   c. If a professional limited liability company’s name complied with section 490A.1503 as that section existed on December 30, 2010, that company’s name shall also be deemed to comply with the name requirements of section 489.1103, Code 2011.  2008 Acts, ch 1162, §115, 155; 2011 Acts, ch 56, §4, 6
IA Code § 489.14101 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14101 - Short title.

489.14101 Short title.   This article may be cited as the “Uniform Protected Series Act”.  2019 Acts, ch 26, §1, 41  Referred to in §489.101  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14102 - Definitions.

489.14102 Definitions.   As used in this article, unless the context otherwise requires:   1. “Asset” means any of the following:   a. Property in which a series limited liability company or protected series has rights.   b. Property as to which the company or protected series has the power to transfer rights.   2. “Associated asset” means an asset that meets the requirements of section 489.14301.   3. “Associated member” means a member that meets the requirements of section 489.14302.   4. “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. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.   5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.   6. “Nonassociated asset” means any of the following:   a. An asset of a series limited liability company which is not an associated asset of the company.   b. An asset of a protected series of the company which is not an associated asset of the protected series.   7. “Person” means the same as defined in section 4.1 and includes a protected series.   8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.   9. “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.   10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.   11. “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. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.   12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series.  2019 Acts, ch 26, §2, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14103 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14103 - Nature of protected series.

489.14103 Nature of protected series.   A protected series of a series limited liability company is a person distinct from all of the following:   1. The company, subject to section 489.14104, subsection 3, section 489.14501, subsection 1, and section 489.14502, subsection 4.   2. Another protected series of the company.   3. A member of the company, whether or not the member is an associated member of the protected series.   4. A protected-series transferee of a protected series of the company.   5. A transferee of a transferable interest of the company.  2019 Acts, ch 26, §3, 41  Referred to in §489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14104 - Powers and duration of protected series.

489.14104 Powers and duration of protected series.   1. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.   2. Except as otherwise provided in subsections 3 and 4, a protected series of a series limited liability company has the same powers and purposes as the company.   3. A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.   4. A protected series of a series limited liability company shall not do any of the following:   a. Be a member of the company.   b. Establish a protected series.   c. Except as permitted by law of this state other than this article, have a purpose or power that the law of this state other than this article prohibits a limited liability company from doing or having.  2019 Acts, ch 26, §4, 41  Referred to in §489.14103, 489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14106 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14106 - Relation of operating agreement, this article, and this chapter.

489.14106 Relation of operating agreement, this article, and this chapter.   1. Except as otherwise provided in this section and subject to sections 489.14107 and 489.14108, the operating agreement of a series limited liability company governs all of the following:   a. The internal affairs of a protected series, including all of the following:   (1) Relations among any associated members of the protected series.   (2) Relations among the protected series and any of the following:   (a) Any associated member.   (b) The protected-series manager.   (c) Any protected-series transferee.   (3) Relations between any associated member and any of the following:   (a) The protected-series manager.   (b) Any protected-series transferee.   (4) The rights and duties of a protected-series manager.   (5) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.   (6) Procedures and conditions for becoming an associated member or protected-series transferee.   b. Relations among the protected series, the company, and any other protected series of the company.   c. Relations between all of the following:   (1) The protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series.   (2) A person in the person’s capacity as any of the following:   (a) A member of the company which is not an associated member of the protected series.   (b) A protected-series transferee or protected-series manager of another protected series.   (c) A transferee of the company.   2. If this chapter otherwise restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this article in accordance with section 489.14108.   3. If law of this state other than this article imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this article, the restriction applies in accordance with section 489.14108.   4. Except as otherwise provided in section 489.14107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection 1 in a manner permitted by this article, the matter is determined in accordance with the following rules:   a. To the extent this article addresses the matter, this article governs.   b. To the extent this article does not address the matter, the other articles of this chapter govern the matter in accordance with section 489.14108.  2019 Acts, ch 26, §6, 41  Referred to in §489.14107, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14107 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14107 - Additional limitations on operating agreement.

489.14107 Additional limitations on operating agreement.   1. An operating agreement shall not vary the effect of any of the following:   a. This section.   b. Section 489.14103.   c. Section 489.14104, subsection 1.   d. Section 489.14104, subsection 2, to provide a protected series a power beyond the powers this chapter provides a limited liability company.   e. Section 489.14104, subsection 3 or 4.   f. Section 489.14105.   g. Section 489.14106.   h. Section 489.14108.   i. Section 489.14201, except to vary the manner in which a limited liability company approves establishing a protected series.   j. Section 489.14202.   k. Section 489.14301.   l. Section 489.14302.   m. Section 489.14303, subsection 1 or 2.   n. Section 489.14304, subsection 3 or 6.   o. Section 489.14401, except to decrease or eliminate a limitation of liability stated in section 489.14401.   p. Section 489.14402.   q. Section 489.14403.   r. Section 489.14404.   s. Section 489.14501, subsections 1, 4, and 5.   t. Section 489.14502, except to designate a different person to manage winding up.   u. Section 489.14503.   v. Article 6.   w. Article 7.   x. Article 8, except to vary any of the following:   (1) The manner in which a series limited liability company may elect under section 489.14803, subsection 1, paragraph “b”, to be subject to this article.   (2) The person that has the right to sign and deliver to the secretary of state for filing a record under section 489.14803, subsection 2, paragraph “b”.   y. A provision of this article pertaining to any of the following:   (1) Registered agents.   (2) The secretary of state, including provisions pertaining to records authorized or required to be delivered to the secretary of state for filing under this article.   2. An operating agreement shall not unreasonably restrict the duties and rights under section 489.14305 but may impose reasonable restrictions on the availability and use of information obtained under section 489.14305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.  2019 Acts, ch 26, §7, 41  Referred to in §489.14106, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14108 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14108 - Rules for applying specified provisions of this chapter to specified provisions of this article.

489.14108 Rules for applying specified provisions of this chapter to specified provisions of this article.   1. Except as otherwise provided in subsection 2 and section 489.14107, the following rules apply in applying section 489.14106, section 489.14304, subsections 3 and 6, section 489.14501, subsection 4, paragraph “a”, section 489.14502, subsection 1, and section 489.14503, subsection 2:   a. A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.   b. An associated member of the protected series is deemed to be a member of the company deemed to exist under paragraph “a”.   c. A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under paragraph “a”.   d. A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under paragraph “a”.   e. A protected-series manager is deemed to be a manager of the company deemed to exist under paragraph “a”.   f. An asset of the protected series is deemed to be an asset of the company deemed to exist under paragraph “a”, whether or not the asset is an associated asset of the protected series.   g. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under paragraph “a”.   2. Subsection 1 does not apply if its application would do any of the following:   a. Contravene section 489.110.   b. Authorize or require the secretary of state to do any of the following:   (1) Accept for filing a type of record that neither this article nor any of the other articles of this chapter authorizes or requires a person to deliver to the secretary of state for filing.   (2) Make or deliver a record that neither this article nor the other articles of this chapter authorizes or requires the secretary of state to make or deliver.  2019 Acts, ch 26, §8, 41  Referred to in §489.14106, 489.14107, 489.14303, 489.14304, 489.14501, 489.14502, 489.14503  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14109 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14109 - Reserved.

489.14109 Reserved. Reserved.
IA Code § 489.14201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14201 - Protected series designation — amendment.

489.14201 Protected series designation — amendment.   1. With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.   2. To establish a protected series, a limited liability company shall deliver to the secretary of state for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.   3. A protected series is established when the protected series designation takes effect under section 489.205.   4. To amend a protected series designation, a series limited liability company shall deliver to the secretary of state for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under section 489.205.  2019 Acts, ch 26, §9, 41  Referred to in §489.14102, 489.14105, 489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14202 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14202 - Name.

489.14202 Name.   1. Except as otherwise provided in subsection 2, the name of a protected series must comply with section 489.108.   2. The name of a protected series of a series limited liability company must do all of the following:   a. Begin with the name of the company, including any word or abbreviation required by section 489.108.   b. Contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.   3. If a series limited liability company changes its name, the company shall deliver to the secretary of state for filing a statement of designation change for each of the company’s protected series, changing the name of each protected series to comply with this section.  2019 Acts, ch 26, §10, 41  Referred to in §489.14105, 489.14107, 489.14703  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14203 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14203 - Registered agent.

489.14203 Registered agent.   1. The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.   2. Before delivering a protected series designation to the secretary of state for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series.   3. A person that signs a protected series designation delivered to the secretary of state for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection 2.   4. A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company.   5. A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company.   6. Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company.  2019 Acts, ch 26, §11, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14204 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14204 - Service of process, notice, demand, or other record.

489.14204 Service of process, notice, demand, or other record.   1. A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by any of the following:   a. Serving the company.   b. Serving the registered agent of the protected series.   c. Other means authorized by law of this state other than the other articles of this chapter.   2. Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint.   3. Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint.   4. Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint.   5. Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint.   6. Notice to a person under subsection 2, 3, 4, or 5 is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify any of the following:   a. The series limited liability company or a protected series of the company.   b. The foreign series limited liability company or a foreign protected series of the foreign company.  2019 Acts, ch 26, §12, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section