reglab/housing_qa huggingface dataset:
IA Code § 489.201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.201 - Formation of limited liability company — certificate of organization.

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 signing and 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 489.108.   b. The street address of the initial registered office and the name of the initial registered agent for service of process on the company.   3. Subject to section 489.112, subsection 3, a certificate of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in a certificate of organization is not effective as a statement of authority.   4. A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to section 489.205, subsection 3. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the certificate.   5. Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.  2008 Acts, ch 1162, §18, 155; 2010 Acts, ch 1100, §8  Referred to in §489.102, 489.203, 489.205, 489.1008
IA Code § 489.202 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.202 - Amendment or restatement of certificate of organization.

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 company.   b. The date of filing of its certificate of organization.   c. The changes the amendment makes to the certificate as most recently amended or restated.   3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, stating all of the following:   a. In the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial certificate of organization.   b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.   c. The changes the restatement makes to the certificate as most recently amended or restated.   4. Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.   5. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly do any of the following:   a. Cause the certificate to be amended.   b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.  2008 Acts, ch 1162, §19, 155  Referred to in §489.105
IA Code § 489.203 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.203 - Signing of records to be delivered for filing to secretary of state.

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 on behalf of a limited liability company must be signed by a person authorized by the company.   b. A limited liability company’s initial certificate of organization must be signed by at least one person acting as an organizer.   c. A record filed on behalf of a limited liability company that does not have or has not had at least one member must be signed by an organizer.   d. A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company’s activities under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up those activities.   e. A statement of cancellation under section 489.201, subsection 4, must be signed by each organizer that signed the initial certificate of organization, but a personal representative of a deceased or incompetent organizer may sign in the place of the decedent or incompetent.   f. A statement of denial by a person under section 489.303 must be signed by that person.   g. Any other record must be signed by the person on whose behalf the record is delivered to the secretary of state.   2. Any record filed under this chapter may be signed by an agent.  2008 Acts, ch 1162, §20, 155  Referred to in §489.209, 489.1004, 489.1008
IA Code § 489.204 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.204 - Signing and filing pursuant to judicial order.

489.204 Signing and filing pursuant to judicial order.   1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the district court to order one or more of the following:   a. The person to sign the record.   b. The person to deliver the record to the secretary of state for filing.   c. The secretary of state to file the record unsigned.   2. If a petitioner under subsection 1 is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.   3. If a district court orders an unsigned record to be delivered to the secretary of state, the secretary of state shall file the record and the court order upon receipt.  2008 Acts, ch 1162, §21, 155  Referred to in §489.110
IA Code § 489.205 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.205 - Delivery to and filing of records by secretary of state — effective time and date.

489.205 Delivery to and filing of records by secretary of state — effective time and date.   1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fees have been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and any of the following applies:   a. For a statement of denial under section 489.303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company.   b. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.   2. Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.   3. Except as otherwise provided in sections 489.115 and 489.206, and except for a certificate of organization that contains a statement as provided in section 489.201, subsection 4, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 489.115, section 489.201, subsection 4, and section 489.206, a record filed by the secretary of state is effective as follows:   a. If the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state’s endorsement of the date and time on the record.   b. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record.   c. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of any of the following:   (1) The specified date.   (2) The ninetieth day after the record is filed.   d. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of any of the following:   (1) The specified date.   (2) The ninetieth day after the record is filed.   e. A delayed effective date for a record shall not be later than the ninetieth day after the date on which it is filed.  2008 Acts, ch 1162, §22, 155  Referred to in §489.102, 489.114, 489.201, 489.202, 489.209, 489.302, 489.701A, 489.1004, 489.14201
IA Code § 489.206 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.206 - Correcting filed record.

489.206 Correcting filed record.   1. A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary of state, if at the time of filing the record contained inaccurate information or was defectively signed.   2. A statement of correction under subsection 1 shall not have a delayed effective date and must do all of the following:   a. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed.   b. Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective.   c. Correct the defective signature or inaccurate information.   3. When filed by the secretary of state, a statement of correction under subsection 1 is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to all of the following:   a. For the purposes of section 489.103, subsection 4.   b. As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.  2008 Acts, ch 1162, §23, 155  Referred to in §489.105, 489.202, 489.205
IA Code § 489.207 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.207 - Penalty for signing false record.

489.207 Penalty for signing false record.   1. A person commits an offense if that person signs a record the person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing.   2. An offense under this section is a serious misdemeanor punishable by a fine not to exceed one thousand dollars.  2008 Acts, ch 1162, §24, 155
IA Code § 489.208 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.208 - Certificate of existence or authorization.

489.208 Certificate of existence or authorization.   1. Any person may apply to the secretary of state to be furnished a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company.   2. A certificate of existence or certificate of authorization must set forth all of the following:   a. The domestic limited liability company’s name or the foreign limited liability company’s name used in this state.   b. One of the following:   (1) If it is a domestic limited liability company, that the company is duly formed under the laws of this state, the date of its formation, and the period of its duration.   (2) If it is a foreign limited liability company, that the company is authorized to transact business in this state.   c. That all fees, taxes, and penalties due under this chapter or other law to the secretary of state have been paid.   d. That the company’s most recent biennial report required by this chapter has been filed by the secretary of state.   e. If it is a domestic limited liability company, that a statement of dissolution or statement of termination has not been filed.   f. Other facts of record in the office of the secretary of state that may be requested by the applicant.   3. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the secretary of state is conclusive evidence that the domestic limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.  2008 Acts, ch 1162, §25, 155; 2010 Acts, ch 1100, §9; 2016 Acts, ch 1097, §19
IA Code § 489.301 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.301 - No agency power of member as member.

489.301 No agency power of member as member.   1. A member is not an agent of a limited liability company solely by reason of being a member.   2. A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.  2008 Acts, ch 1162, §27, 155
IA Code § 489.303 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.303 - Statement of denial.

489.303 Statement of denial.   A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that does all of the following:   1. Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains.   2. Denies the grant of authority.   3. Certifies to the secretary of state that the person denying authority has sent a copy of the statement of denial to the limited liability company, including the date on which the copy was sent.  2008 Acts, ch 1162, §29, 155; 2010 Acts, ch 1100, §13  Referred to in §489.203, 489.205
IA Code § 489.304 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.304 - Liability of members and managers.

489.304 Liability of members and managers.   1. For debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise all of the following apply:   a. They are solely the debts, obligations, or other liabilities of the company.   b. They do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.   2. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.  2008 Acts, ch 1162, §30, 155  Referred to in §421.26, 422.16, 489.702, 489.1201
IA Code § 489.401 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.401 - Becoming member.

489.401 Becoming member.   1. If a limited liability company is to have only one member upon formation, a person becomes the member as agreed by that person and the organizer of the company or a majority of organizers if more than one. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.   2. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.   3. If a limited liability company has no members upon formation, a person becomes a member of the limited liability company with the consent of the organizer or a majority of the organizers if more than one. The organizers may consent to more than one person simultaneously becoming the company’s initial members.   4. After formation of a limited liability company, a person becomes a member upon any of the following:   a. As provided in the operating agreement.   b. As the result of a transaction effective under article 10.   c. With the consent of all the members.   d. If, within ninety consecutive days after the company ceases to have any members, all of the following occur:   (1) The last person to have been a member, or the legal representative of that person, designates a person to become a member.   (2) The designated person consents to become a member.   5. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.  2008 Acts, ch 1162, §31, 155; 2009 Acts, ch 41, §146  Referred to in §489.102, 489.105
IA Code § 489.402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.402 - Form of contribution.

489.402 Form of contribution.   A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.  2008 Acts, ch 1162, §32, 155
IA Code § 489.403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.403 - Liability for contributions.

489.403 Liability for contributions.   1. A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person’s estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.   2. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection 1 may enforce the obligation.   3. An operating agreement may provide that the interest of any member who fails to make a contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence.  2008 Acts, ch 1162, §33, 155  Referred to in §489.502
IA Code § 489.404 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.404 - Sharing of and right to distributions before dissolution.

489.404 Sharing of and right to distributions before dissolution.   1. Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502 and any charging order in effect under section 489.503.   2. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.   3. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 489.708, subsection 3, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.   4. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.  2008 Acts, ch 1162, §34, 155