reglab/housing_qa huggingface dataset:
IA Code § 489.703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.703 - Known claims against dissolved limited liability company.

489.703 Known claims against dissolved limited liability company.   1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2, which has the effect as provided in subsection 3.   2. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:   a. Specify the information required to be included in a claim.   b. Provide a mailing address to which the claim is to be sent.   c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.   d. State that the claim will be barred if not received by the deadline.   3. A claim against a dissolved limited liability company is barred if the requirements of subsection 2 are met and any of the following applies:   a. The claim is not received by the specified deadline.   b. If the claim is timely received but rejected by the company, all of the following apply:   (1) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice.   (2) The claimant does not commence the required action within the ninety days.   4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.  2008 Acts, ch 1162, §51, 155  Referred to in §489.704, 489.705, 489.14502
IA Code § 489.704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.704 - Other claims against dissolved limited liability company.

489.704 Other claims against dissolved limited liability company.   1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.   2. The notice authorized by subsection 1 must do all of the following:   a. Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if it has none in this state, in the county in which the company’s registered office is or was last located.   b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.   c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.   3. If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:   a. A claimant that did not receive notice in a record under section 489.703.   b. A claimant whose claim was timely sent to the company but not acted on.   c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.   4. A claim not barred under this section may be enforced as follows:   a. Against a dissolved limited liability company, to the extent of its undistributed assets.   b. If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.  2008 Acts, ch 1162, §52, 155  Referred to in §489.705, 489.14502
IA Code § 489.705 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.705 - Administrative dissolution.

489.705 Administrative dissolution.   1. The secretary of state may commence a proceeding under this section to administratively dissolve a limited liability company if any of the following apply:   a. The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter.   b. The limited liability company is without a registered office or registered agent in this state for sixty days or more.   c. The limited liability company does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.   d. The limited liability company’s period of duration stated in its certificate of organization has expired.   2. If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall file a record of the determination and serve the company with a copy of the filed record.   3. If within sixty days after service of the copy pursuant to subsection 2 a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the company with a copy of the filed declaration.   4. A limited liability company that has been administratively dissolved continues in existence but, subject to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections 489.703 and 489.704.   5. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.  2008 Acts, ch 1162, §53, 155; 2010 Acts, ch 1100, §14  Referred to in §489.701A, 489.706
IA Code § 489.706 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.706 - Reinstatement following administrative dissolution.

489.706 Reinstatement following administrative dissolution.   1. A limited liability company administratively dissolved under section 489.705 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must be delivered to the secretary of state and meet all of the following requirements:   a. Recite the name of the limited liability company at its date of dissolution and the effective date of its administrative dissolution.   b. State that the ground or grounds for dissolution as provided in section 489.705 have been eliminated.   c. If the application is received more than five years after the effective date of the administrative dissolution, state a name that satisfies the requirements of section 489.108.   d. State the federal tax identification number of the limited liability company.   2. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the limited liability company. If the department reports to the secretary of state that a filing delinquency or liability exists against the limited liability company, the secretary of state shall not cancel the declaration of dissolution until the filing delinquency or liability is satisfied.   3. If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to subsection 2 has been satisfied, and that the information is correct, the secretary of state shall cancel the declaration of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability company under section 489.116. If the limited liability company’s name in subsection 1, paragraph “c”, is different than the name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the limited liability company’s certificate of organization insofar as it pertains to its name. A limited liability company shall not relinquish the right to retain its name as provided in section 489.108, if the reinstatement is effective within five years of the effective date of the limited liability company’s dissolution.   4. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred.  2008 Acts, ch 1162, §54, 155; 2010 Acts, ch 1040, §1; 2020 Acts, ch 1118, §24  Referred to in §488.108, 489.705, 489.14503, 490.401, 504.401, 504.403  Subsection 2 amended
IA Code § 489.707 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.707 - Appeal from rejection of reinstatement.

489.707 Appeal from rejection of reinstatement.   1. If the secretary of state rejects a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice.   2. Within thirty days after service of a notice of rejection of reinstatement under subsection 1, a limited liability company may appeal from the rejection by petitioning the district court to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the company’s application for reinstatement, and the secretary of state’s notice of rejection.   3. The court may order the secretary of state to reinstate a dissolved limited liability company or take other action the court considers appropriate.  2008 Acts, ch 1162, §55, 155
IA Code § 489.708 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.708 - Distribution of assets in winding up limited liability company’s activities.

489.708 Distribution of assets in winding up limited liability company’s activities.   1. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.   2. After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 489.503:   a. To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions.   b. In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502.   3. If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.   4. All distributions made under subsections 2 and 3 must be paid in money.  2008 Acts, ch 1162, §56, 155  Referred to in §489.404, 489.705, 489.1203, 489.1205
IA Code § 489.801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.801 - Governing law.

489.801 Governing law.   1. Subject to sections 489.14402 and 489.14404, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:   a. The internal affairs of the company.   b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.   2. A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.   3. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company shall not engage in or exercise in this state.  2008 Acts, ch 1162, §57, 155; 2019 Acts, ch 26, §45, 53  2019 amendment to subsection 1 is effective July 1, 2020; Acts, ch 26, §532019 Acts, ch 26, §53  Subsection 1 amended
IA Code § 489.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.802 - Application for certificate of authority.

489.802 Application for certificate of authority.   1. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth all of the following:   a. The name of the foreign limited liability company or, if its name is unavailable for use in this state, either a name that satisfies the requirements of section 489.108, or an alternate name adopted pursuant to section 489.805, subsection 1.   b. The name of the state or other jurisdiction under whose law it is formed.   c. Its date of formation and period of duration.   d. The street address of its principal office.   e. The address of its registered office in this state and the name of its registered agent at that office.   f. If the foreign limited liability company is member-managed, the name and street and mailing address of at least one member; or if the foreign limited liability company is manager-managed, the name and street and mailing address of at least one manager.   2. The foreign limited liability company shall deliver the completed application to the secretary of state, and shall also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of records in the state or other jurisdiction under whose law the company is formed and which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.  2008 Acts, ch 1162, §58, 155; 2010 Acts, ch 1100, §15; 2016 Acts, ch 1097, §20  Referred to in §489.113
IA Code § 489.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.803 - Activities not constituting transacting business.

489.803 Activities not constituting transacting business.   1. Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include all of the following:   a. Maintaining, defending, or settling an action or proceeding.   b. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.   c. Maintaining accounts in financial institutions.   d. Maintaining offices or agencies for the transfer, exchange, and registration of the company’s own securities or maintaining trustees or depositories with respect to those securities.   e. Selling through independent contractors.   f. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.   g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.   h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired.   i. Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions.   j. Transacting business in interstate commerce.   2. For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.   3. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.  2008 Acts, ch 1162, §59, 155
IA Code § 489.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.804 - Filing of certificate of authority.

489.804 Filing of certificate of authority.   Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative.  2008 Acts, ch 1162, §60, 155
IA Code § 489.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.805 - Noncomplying name of foreign limited liability company.

489.805 Noncomplying name of foreign limited liability company.   1. A foreign limited liability company whose name does not comply with section 489.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 489.108. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name.   2. If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 489.108, it may not thereafter transact business in this state until it complies with subsection 1 and obtains an amended certificate of authority.  2008 Acts, ch 1162, §61, 155  Referred to in §489.108, 489.209, 489.802
IA Code § 489.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.806 - Revocation of certificate of authority.

489.806 Revocation of certificate of authority.   1. A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections 2 and 3 if the company does not do any of the following:   a. Pay, within sixty days after the due date, any fee, tax, or penalty due the secretary of state under this chapter or law other than this chapter.   b. Deliver, within sixty days after the due date, its biennial report required under section 489.209.   c. Appoint and maintain a registered agent and registered office as required by section 489.113, subsections 1 and 2.   d. Deliver for filing a statement of a change under section 489.114 within thirty days after a change has occurred in the name of its registered agent or the address of its registered office.   2. To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the company’s registered agent for service of process in this state or, if the company does not appoint and maintain a proper registered agent in this state, to the company’s principal office. The notice must state all of the following:   a. The revocation’s effective date, which must be at least sixty days after the date the secretary of state sends the copy.   b. The grounds for revocation under subsection 1.   3. The authority of a foreign limited liability company to transact business in this state ceases on the effective date in the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection 2. If the company cures each ground, the secretary of state shall file a record so stating.  2008 Acts, ch 1162, §62, 155; 2010 Acts, ch 1100, §16, 17
IA Code § 489.807 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.807 - Cancellation of certificate of authority.

489.807 Cancellation of certificate of authority.   1. To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating all of the following:   a. The name of the foreign limited liability company and that the company desires to cancel its certificate of authority.   b. That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.   c. A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph “b”.   d. A commitment to notify the secretary of state in the future of any change in the mailing address of the foreign limited liability company.   2. The certificate is canceled when the notice becomes effective.  2008 Acts, ch 1162, §63, 155