reglab/housing_qa huggingface dataset:
IA Code § 489.405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.405 - Limitations on distribution.

489.405 Limitations on distribution.   1. A limited liability company shall not make a distribution if after the distribution any of the following applies:   a. The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities.   b. The company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.   2. A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.   3. Except as otherwise provided in subsection 5, the effect of a distribution under subsection 1 is measured as follows:   a. In the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company.   b. In all other cases, as follows:   (1) The date that distribution is authorized, if the payment occurs within one hundred twenty days after that date.   (2) The date that payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.   4. A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors.   5. A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection 1 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.   6. In subsection 1, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.  2008 Acts, ch 1162, §35, 155  Referred to in §489.102, 489.406, 489.408
IA Code § 489.406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.406 - Liability for improper distributions.

489.406 Liability for improper distributions.   1. Except as otherwise provided in subsection 2, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 489.405 and in consenting to the distribution fails to comply with section 489.409, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 489.405.   2. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection 1 applies to the other members and not the member that the operating agreement relieves of authority and responsibility.   3. A person that receives a distribution knowing that the distribution to that person was made in violation of section 489.405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 489.405.   4. A person against which an action is commenced because the person is liable under subsection 1 may do all of the following:   a. Implead any other person that is subject to liability under subsection 1 and seek to compel contribution from the person.   b. Implead any person that received a distribution in violation of subsection 3 and seek to compel contribution from the person in the amount the person received in violation of subsection 3.   5. An action under this section is barred if not commenced within two years after the distribution.  2008 Acts, ch 1162, §36, 155  Referred to in §489.110, 489.502
IA Code § 489.407A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.407A - Real estate interest transferred by limited liability company or foreign limited liability company.

489.407A Real estate interest transferred by limited liability company or foreign limited liability company.   1. A transfer of an interest in real estate situated in this state held by a limited liability company or a foreign limited liability company authorized to transact business in this state is subject to the provisions of this section.   2. a. In a member-managed company, a transfer of an interest in real estate held by the company may be undertaken by any of the following:   (1) As provided in the operating agreement, or if the operating agreement does not so provide, only with the consent of all members.   (2) As provided in a statement of authority filed by the company with the secretary of state and the recorder of the county where the real estate is situated pursuant to section 489.302.   b. A requirement of paragraph “a” is applicable to every transfer of an interest in real estate situated in this state held by a member-managed company, whether or not the transfer is in the ordinary course of the company’s business.   3. a. In a manager-managed company, a transfer of an interest in real estate held by the company may be undertaken by any of the following:   (1) As provided in the operating agreement, or if the operating agreement does not so provide, only with the consent of a majority of all managers.   (2) As provided in a statement of authority filed by the company with the secretary of state and the recorder of the county where the real estate is situated pursuant to section 489.302.   b. A requirement in paragraph “a” is applicable to every transfer of an interest in real estate situated in this state held by a manager-managed limited liability company, whether or not the transfer is in the ordinary course of the company’s business.  2013 Acts, ch 108, §4
IA Code § 489.408 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.408 - Indemnification and insurance.

489.408 Indemnification and insurance.   1. A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s or manager’s activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in sections 489.405 and 489.409.   2. A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 489.110, subsection 7, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.  2008 Acts, ch 1162, §38, 155  Referred to in §489.110
IA Code § 489.501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.501 - Nature of transferable interest.

489.501 Nature of transferable interest.   A transferable interest is personal property.  2008 Acts, ch 1162, §41, 155
IA Code § 489.502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.502 - Transfer of transferable interest.

489.502 Transfer of transferable interest.   1. For a transfer, in whole or in part, all of the following applies to a transferable interest:   a. It is permissible.   b. It does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities.   c. Subject to section 489.504, it does not entitle the transferee to do any of the following:   (1) Participate in the management or conduct of the company’s activities.   (2) Except as otherwise provided in subsection 3, have access to records or other information concerning the company’s activities.   2. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.   3. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.   4. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.   5. A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.   6. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement or another agreement to which the transferor is a party is ineffective as to a person having notice of the restriction at the time of transfer.   7. Except as otherwise provided in section 489.602, subsection 4, paragraph “b”, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.   8. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under section 489.403 and section 489.406, subsection 3, known to the transferee when the transferee becomes a member.  2008 Acts, ch 1162, §42, 155  Referred to in §489.404, 489.503, 489.504, 489.708, 489.1203
IA Code § 489.503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.503 - Charging order.

489.503 Charging order.   1. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.   2. To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection 1, the court may do all of the following:   a. Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made.   b. Make all other orders necessary to give effect to the charging order.   3. Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale only obtains the transferable interest, does not thereby become a member, and is subject to section 489.502.   4. At any time before foreclosure under subsection 3, the member or transferee whose transferable interest is subject to a charging order under subsection 1 may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.   5. At any time before foreclosure under subsection 3, a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.   6. This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest.   7. This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest.  2008 Acts, ch 1162, §43, 155  Referred to in §489.112, 489.404, 489.602, 489.708, 489.1203, 489.14403
IA Code § 489.504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.504 - Power of personal representative of deceased member.

489.504 Power of personal representative of deceased member.   If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in section 489.502, subsection 3, and, for the purposes of settling the estate, the rights of a current member under section 489.410.  2008 Acts, ch 1162, §44, 155  Referred to in §489.502, 489.603, 489.14305
IA Code § 489.601 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.601 - Member’s power to dissociate — wrongful dissociation.

489.601 Member’s power to dissociate — wrongful dissociation.   1. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 489.602, subsection 1.   2. A person’s dissociation from a limited liability company is wrongful only if any of the following applies to the dissociation:   a. It is in breach of an express provision of the operating agreement.   b. It occurs before the termination of the company and any of the following applies:   (1) The person withdraws as a member by express will.   (2) The person is expelled as a member by judicial order under section 489.602, subsection 5.   (3) The person is dissociated under section 489.602, subsection 7, paragraph “a”, by becoming a debtor in bankruptcy.   (4) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.   3. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 489.901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.  2008 Acts, ch 1162, §45, 155
IA Code § 489.603 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.603 - Effect of person’s dissociation as member.

489.603 Effect of person’s dissociation as member.   1. When a person is dissociated as a member of a limited liability company, all of the following apply:   a. The person’s right to participate as a member in the management and conduct of the company’s activities terminates.   b. If the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation.   c. Subject to section 489.504 and article 10, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a member is owned by the person solely as a transferee.   2. A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.  2008 Acts, ch 1162, §47, 155
IA Code § 489.604 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.604 - Member’s power to dissociate under certain circumstances.

489.604 Member’s power to dissociate under certain circumstances.   1. If the certificate of organization or an operating agreement does not specify the time or the events upon the happening of which a member may dissociate, a member may dissociate from the limited liability company in the event any amendment to the certificate of organization or operating agreement that is adopted over the member’s written dissent adversely affects the rights or preferences of the dissenting member’s transferable interest in any of the ways described in paragraphs “a” through “f”. A dissociation in the event of such dissent and adverse effect is deemed to have occurred as of the effective date of the amendment, if the member gives notice to the limited liability company not more than sixty days after the date of the amendment. In valuing the member’s distribution pursuant to this subsection, any depreciation in anticipation of the amendment shall be excluded. An amendment that does any of the following is subject to this section:   a. Alters or abolishes a member’s right to receive a distribution.   b. Alters or abolishes a member’s right to voluntarily dissociate.   c. Alters or abolishes a member’s right to vote on any matter, except as the rights may be altered or abolished through the acceptance of contributions or the making of contribution agreements.   d. Alters or abolishes a member’s preemptive right to make contributions.   e. Establishes or changes the conditions for or consequences of expulsion.   f. Waives the application of this section to the limited liability company.   2. A member dissociating under this section is not liable for damages for the breach of any agreement not to withdraw.   3. This section applies to a limited liability company whose original articles of organization or certificate of organization is filed with the secretary of state on or after July 1, 1997.   4. This section applies to a limited liability company whose original articles of organization are filed with the secretary of state and effective on or prior to June 30, 1997, if such company’s operating agreement provides that it is subject to this section.   5. The operating agreement of a limited liability company may waive the applicability of this section to the company and its members.  2008 Acts, ch 1162, §48, 155  Referred to in §524.1309
IA Code § 489.701 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.701 - Events causing dissolution.

489.701 Events causing dissolution.   1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:   a. An event or circumstance that the operating agreement states causes dissolution.   b. The consent of all the members.   c. Once the company has at least one member, the passage of ninety consecutive days during which the company has no members.   d. On application by a member, the entry by a district court of an order dissolving the company on the grounds that any of the following applies:   (1) The conduct of all or substantially all of the company’s activities is unlawful.   (2) It is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and the operating agreement.   e. On application by a member or transferee, the entry by a district court of an order dissolving the company on the grounds that the managers or those members in control of the company have done any of the following:   (1) Have acted, are acting, or will act in a manner that is illegal or fraudulent.   (2) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.   2. In a proceeding brought under subsection 1, paragraph “e”, the court may order a remedy other than dissolution.  2008 Acts, ch 1162, §49, 155  Referred to in §489.105, 489.110, 489.701A, 489.702, 489.1205
IA Code § 489.701A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.701A - Rescinding dissolution.

489.701A Rescinding dissolution.   1. A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, a district court has entered an order under section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.705.   2. Rescinding dissolution under this section requires all of the following:   a. The affirmative vote or consent of each member.   b. If the limited liability company has delivered to the secretary of state for filing a statement of dissolution and any of the following applies:   (1) If the statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 489.205 applicable to the statement of dissolution.   (2) If the statement of dissolution has become effective, delivery to the secretary of state for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.   3. If a limited liability company rescinds its dissolution all of the following apply:   a. The company shall resume carrying on its activities and affairs as if the dissolution had never occurred.   b. Subject to paragraph “c”, any liability incurred by the company after the dissolution and before the rescission has become effective shall be determined as if dissolution had never occurred.   c. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission must not be adversely affected.  2019 Acts, ch 26, §57; 2020 Acts, ch 1063, §266, 267  Referred to in §489.105  Subsection 2, paragraph b amended  Subsection 3 amended