reglab/housing_qa huggingface dataset:
IA Code § 489.14601 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14601 - Definitions.

489.14601 Definitions.   As used in this part:   1. “After a merger” or “after the merger” means when a merger under section 489.14604 becomes effective and afterwards.   2. “Before a merger” or “before the merger” means before a merger under section 489.14604 becomes effective.   3. “Continuing protected series” means a protected series of a surviving company which continues in uninterrupted existence after a merger under section 489.14604.   4. “Merging company” means a limited liability company that is party to a merger under section 489.14604.   5. “Nonsurviving company” means a merging company that does not continue in existence after a merger under section 489.14604.   6. “Relocated protected series” means a protected series of a nonsurviving company which, after a merger under section 489.14604, continues in uninterrupted existence as a protected series of the surviving company.   7. “Surviving company” means a merging company that continues in existence after a merger under section 489.14604.  2019 Acts, ch 26, §27, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14602 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14602 - Protected series shall not be party to entity transaction.

489.14602 Protected series shall not be party to entity transaction.   A protected series shall not do any of the following:   1. Be an acquiring, acquired, converting, converted, merging, or surviving entity.   2. Participate in a domestication.   3. Be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange, conversion, or domestication.  2019 Acts, ch 26, §28, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14603 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14603 - Restriction on entity transaction involving protected series.

489.14603 Restriction on entity transaction involving protected series.   A series limited liability company shall not be any of the following:   1. An acquiring, acquired, converting, converted, domesticating, or domesticated entity.   2. Except as otherwise provided in section 489.14604, a party to or the surviving company of a merger.  2019 Acts, ch 26, §29, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14604 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14604 - Merger authorized — parties restricted.

489.14604 Merger authorized — parties restricted.   A series limited liability company may be party to a merger in accordance with sections 489.1001 through 489.1005, this section, and sections 489.14605 through 489.14608 only if all of the following apply:   1. Each other party to the merger is a limited liability company.   2. The surviving company is not created in the merger.  2019 Acts, ch 26, §30, 41  Referred to in §489.14601, 489.14603, 489.14605, 489.14606, 489.14607, 489.14608  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14605 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14605 - Plan of merger.

489.14605 Plan of merger.   In a merger under section 489.14604, the plan of merger must do all of the following:   1. Comply with section 489.1002.   2. State in a record all of the following:   a. For any protected series of a nonsurviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated.   b. For any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated.   c. For each relocated protected series or continuing protected series all of the following:   (1) The name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee.   (2) The name of any person whose rights or obligations in the person’s capacity as an associated member or protected-series transferee will change after the merger.   (3) Any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor.   (4) If after the merger the protected series will be a relocated protected series, its new name.   d. For any protected series to be established by the surviving company as a result of the merger all of the following:   (1) The name of the protected series.   (2) Any protected-series transferable interest to be owned by the surviving company when the protected series is established.   (3) The name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established.   e. For any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which is all of the following:   (1) Is or is proposed to be in a record.   (2) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.  2019 Acts, ch 26, §31, 41  Referred to in §489.14604  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14606 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14606 - Articles of merger.

489.14606 Articles of merger.   In a merger under section 489.14604, the articles of merger must do all of the following:   1. Comply with section 489.1004.   2. Include as an attachment the following records, each to become effective when the merger becomes effective upon any of the following:   a. For a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company.   b. For a protected series of a nonsurviving company which after the merger will be a relocated protected series all of the following:   (1) A statement of relocation signed by the nonsurviving company which contains the name of the company and the name of the protected series before and after the merger.   (2) A statement of protected series designation signed by the surviving company.   c. For a protected series being established by the surviving company as a result of the merger, a protected series designation signed by the company.  2019 Acts, ch 26, §32, 41  Referred to in §489.14604  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14607 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14607 - Effect of merger.

489.14607 Effect of merger.   When a merger under section 489.14604 becomes effective, in addition to the effects stated in section 489.1005, all of the following apply:   1. As provided in the plan of merger, each protected series of each merging company which was established before the merger is any of the following:   a. Is a relocated protected series or continuing protected series.   b. Is dissolved, wound up, and terminated.   2. Any protected series to be established as a result of the merger is established.   3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger.   4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment.   5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series.   6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series.   7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding.   8. If provided in the plan of merger all of the following apply:   a. A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series.   b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger.   c. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect.   d. Any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due.   9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.  2019 Acts, ch 26, §33, 41  Referred to in §489.14604  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14608 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14608 - Application of section 489.14404 after merger.

489.14608 Application of section 489.14404 after merger.   1. A creditor’s right that existed under section 489.14404 immediately before a merger under section 489.14604 may be enforced after the merger in accordance with all of the following:   a. A creditor’s right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.   b. A creditor’s right that existed immediately before the merger against a nonsurviving company all of the following apply:   (1) May be asserted against an asset of the nonsurviving company which vested in the surviving company as a result of the merger.   (2) Does not otherwise change.   c. Subject to subsection 2, all of the following apply:   (1) In addition to the remedy stated in paragraph “a”, a creditor with a right under section 489.14404 which existed immediately before the merger against a nonsurviving company or a relocated protected series may assert the right against any of the following:   (a) An asset of the surviving company, other than an asset of the nonsurviving company which vested in the surviving company as a result of the merger.   (b) An asset of a continuing protected series.   (c) An asset of a protected series established by the surviving company as a result of the merger.   (d) If the creditor’s right was against an asset of the nonsurviving company, an asset of a relocated series.   (e) If the creditor’s right was against an asset of a relocated protected series, an asset of another relocated protected series.   (2) In addition to the remedy stated in paragraph “b”, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against any of the following:   (a) An asset of a relocated protected series.   (b) An asset of a nonsurviving company which vested in the surviving company as a result of the merger.   2. For the purposes of subsection 1, paragraph “c”, and section 489.14404, subsection 2, paragraph “a”, subparagraph (1); section 489.14404, subsection 2, paragraph “b”, subparagraph (1); and section 489.14404, subsection 2, paragraph “c”, subparagraph (1), the incurrence date is deemed to be the date on which the merger becomes effective.   3. A merger under section 489.14604 does not affect the manner in which section 489.14404 applies to a liability incurred after the merger.  2019 Acts, ch 26, §34, 41  Referred to in §489.14404, 489.14604  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14609 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14609 - Reserved.

489.14609 Reserved. Reserved.
IA Code § 489.14702 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14702 - No attribution of activities constituting doing business or for establishing jurisdiction.

489.14702 No attribution of activities constituting doing business or for establishing jurisdiction.   In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state all of the following apply:   1. The activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.   2. The activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.  2019 Acts, ch 26, §36, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14703 - Authorization of foreign protected series.

489.14703 Authorization of foreign protected series.   1. Except as otherwise provided in this section and subject to sections 489.14402 and 489.14404, the law of this state governing the filing of a certificate of authority of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.   2. An application by a foreign protected series of a foreign series limited liability company for a certificate of authority to do business in this state must include all of the following:   a. The name and jurisdiction of formation of the foreign series limited liability company.   b. If the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of all of the following:   (1) Each other foreign protected series of the foreign series limited liability company.   (2) The foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.   2A. If the jurisdiction under whose law the foreign protected series was organized does not provide for the protected series to obtain a certificate of existence, the foreign protected series shall attach a certificate of existence for the series limited liability company of which it is a protected series. In that case, a foreign protected series of the foreign series limited liability company will be deemed to be in existence and good standing as long as the series limited liability company is in existence and good standing.   3. The name of a foreign protected series applying for a certificate of authority or authorized to do business in this state must comply with section 489.14202 and may do so using a fictitious name pursuant to section 489.108, if the fictitious name complies with section 489.14202.   4. A foreign protected series that has in effect a certificate of authority pursuant to this section shall file with the secretary of state an amendment to its application if there is any change in the information required by subsection 2.  2019 Acts, ch 26, §37, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14704 - Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.

489.14704 Disclosure required when foreign series limited liability company or foreign protected series party to proceeding.   1. Not later than thirty days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state all of the following apply:   a. A foreign series limited liability company shall disclose to each other party the name and street and mailing address of all of the following:   (1) Each foreign protected series of the company.   (2) Each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company.   b. A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of all of the following:   (1) The company and each manager of the company and an agent for service of process for the company.   (2) Any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.   2. If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection 1 is tolled until the tribunal determines whether it has personal jurisdiction.   3. If a foreign series limited liability company or foreign protected series does not comply with subsection 1, a party to the proceeding may do any of the following:   a. Request the tribunal to treat the noncompliance as a failure to comply with the tribunal’s discovery rules.   b. Bring a separate proceeding in the court to enforce subsection 1.  2019 Acts, ch 26, §38, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14705 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14705 - Reserved.

489.14705 Reserved. Reserved.
IA Code § 489.14801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14801 - Uniformity of application and construction.

489.14801 Uniformity of application and construction.   In applying and construing this article, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform protected series Act as approved and recommended by the national conference of commissioners on uniform state laws.  2020 Acts, ch 1013, §1  NEW section
IA Code § 489.14803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14803 - Transitional provisions.

489.14803 Transitional provisions.   1. Before July 1, 2021, this article governs only the following:   a. A series limited liability company formed, or a protected series established, on or after July 1, 2020.   b. A limited liability company that is a series limited liability company before July 1, 2020, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this article.   2. If a series limited liability company elects under subsection 1, paragraph “b”, to be subject to this article:   a. The election applies to each protected series of the company, whenever established.   b. A manager of the company has the right to sign and deliver to the secretary of state for filing any record necessary to comply with this article, whether the record pertains to the company, a protected series of the company, or both.   3. On and after July 1, 2021, this article governs all series limited liability companies and protected series.   4. Until July 1, 2021, sections 489.14402 and 489.14404 do not apply to a foreign protected series that was established before July 1, 2020, or a foreign limited liability company that became a foreign series limited liability company before July 1, 2020.   5. This section is repealed on July 1, 2021.  2019 Acts, ch 26, §39, 41  Referred to in §489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14804 - Savings clause.

489.14804 Savings clause.   This article does not affect an action commenced, proceeding brought, or right accrued before July 1, 2020.  2019 Acts, ch 26, §40, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 490.101 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.101 - Short title.

490.101 Short title.   This chapter is entitled and may be cited as the “Iowa Business Corporation Act”.  89 Acts, ch 288, §1
IA Code § 490.102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.102 - Reservation of power to amend or repeal.

490.102 Reservation of power to amend or repeal.   The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by an amendment or repeal.  89 Acts, ch 288, §2
IA Code § 490.121 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.121 - Forms.

490.121 Forms.   1. a. The secretary of state may prescribe and furnish on request forms including but not limited to the following:   (1) A foreign corporation’s application for a certificate of authority to transact business in this state.   (2) A foreign corporation’s application for a certificate of withdrawal.   (3) The biennial report.   b. If the secretary of state so requires, use of these listed forms prescribed by the secretary of state is mandatory.   2. The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory.  89 Acts, ch 288, §4; 96 Acts, ch 1170, §2; 97 Acts, ch 171, §5; 2012 Acts, ch 1023, §157  Referred to in §490.120