reglab/housing_qa huggingface dataset:
IA Code § 489.1015 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1015 - Merger of domestic cooperative into a domestic limited liability company.

489.1015 Merger of domestic cooperative into a domestic limited liability company.   1. A limited liability company may merge with a domestic cooperative only as provided by this section. A limited liability company may merge with one or more domestic cooperatives if all of the following apply:   a. Only one limited liability company and one or more domestic cooperatives are parties to the merger.   b. When the merger becomes effective, the separate existence of each domestic cooperative ceases and the limited liability company is the surviving entity per organization.   c. As to each domestic cooperative, the plan of merger is initiated and adopted, and the merger is effectuated, as provided in section 501A.1101.   d. As to the limited liability company, the plan of merger complies with section 489.1002, the plan of merger is approved as provided in section 489.1003, and the articles of merger are prepared, signed, and filed as provided in section 489.1004.   e. Notwithstanding section 489.1002 or 489.1005, the surviving organization must be the limited liability company.   2. Section 501A.1103 governs the abandonment by a domestic cooperative of a merger authorized by this section. Section 489.1003, subsection 2, governs the abandonment by a limited liability company of a merger authorized by this section.  2008 Acts, ch 1162, §85, 155  Referred to in §501A.1101, 501A.1102, 501A.1103
IA Code § 489.1016 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1016 - Article not exclusive.

489.1016 Article not exclusive.   This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter.  2008 Acts, ch 1162, §86, 155
IA Code § 489.1102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1102 - Purposes and powers.

489.1102 Purposes and powers.   1. A professional limited liability company shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed individuals, and for the additional purpose of doing all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions. The certificate of organization of a professional limited liability company shall state in substance that the purposes for which the professional limited liability company is organized are to engage in the general practice of a specified profession or professions, or one or more specified branches or divisions thereof, and to do all lawful things which may be incidental to or necessary or convenient in connection with the practice of the profession or professions.   2. a. For purposes of this section, medicine and surgery, osteopathic medicine and surgery, and practice as a physician assistant shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.   b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.   c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.  2008 Acts, ch 1162, §88, 155; 2011 Acts, ch 1, §2, 5, 6; 2018 Acts, ch 1066, §2, 5  Referred to in §489.1105, 489.1114
IA Code § 489.1103 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1103 - Name.

489.1103 Name.   The name of a professional limited liability company, the name of a foreign professional limited liability company or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional limited liability company or foreign professional limited liability company shall contain the words “Professional Limited Company”, “Professional Limited Liability Company”, or the abbreviation “P.L.C.”, “PLC”, “P.L.L.C.”, or “PLLC”, and except for the addition of such words or abbreviation, shall be a name which could lawfully be used by a licensed individual or by a partnership of licensed individuals in the practice in this state of a profession which the professional limited liability company is authorized to practice. Each regulating board may by rule adopt additional requirements as to the corporate names and fictitious or trade names of professional limited liability companies and foreign professional limited liability companies which are authorized to practice a profession which is within the jurisdiction of the regulating board.  2008 Acts, ch 1162, §89, 155; 2011 Acts, ch 56, §3, 5, 6; 2016 Acts, ch 1097, §21
IA Code § 489.1104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1104 - Who may organize.

489.1104 Who may organize.   One or more individuals having capacity to contract and licensed to practice a profession in this state in which the professional limited liability company is to be authorized to practice, may organize a professional limited liability company.  2008 Acts, ch 1162, §90, 155
IA Code § 489.1105 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1105 - Practice by professional limited liability company.

489.1105 Practice by professional limited liability company.   1. Notwithstanding any other statute or rule of law, a professional limited liability company may practice a profession, but may do so in this state only through a member, manager, employee, or agent, who is licensed to practice the same profession in this state. In its practice of a profession, a professional limited liability company shall not do any act which could not lawfully be done by an individual licensed to practice the profession which the professional limited liability company is authorized to practice.   2. a. This section shall not prohibit persons practicing medicine and surgery, persons practicing osteopathic medicine and surgery, or persons practicing as physician assistants from practicing their respective professions in lawful combination pursuant to section 489.1102.   b. Nothing in this section shall be construed to expand the scope of practice of a physician assistant or modify the requirement in section 148C.4 that a physician assistant perform medical services under the supervision of a licensed physician.   c. For purposes of this section, marital and family therapy, mental health counseling, psychology, and social work shall be deemed to be professions which could lawfully be practiced in combination by licensed individuals or a partnership of licensed individuals.  2008 Acts, ch 1162, §91, 155; 2011 Acts, ch 1, §3, 5, 6; 2020 Acts, ch 1063, §268  Subsection 2, NEW paragraph c
IA Code § 489.1106 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1106 - Professional regulation.

489.1106 Professional regulation.   A professional limited liability company shall not be required to register with or to obtain any license, registration, certificate, or other legal authorization from a regulating board in order to practice a profession. Except as provided in this section, this article does not restrict or limit in any manner the authority or duties of any regulating board with respect to individuals practicing a profession which is within the jurisdiction of the regulating board, even if the individual is a member, manager, employee, or agent of a professional limited liability company or foreign professional limited liability company and practices the individual’s profession through such professional limited liability company.  2008 Acts, ch 1162, §92, 155
IA Code § 489.1107 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1107 - Relationship and liability to persons served.

489.1107 Relationship and liability to persons served.   This article does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice or any law respecting privileged communications. This article does not modify or affect the ethical standards or standards of conduct of any profession, including but not limited to any standards prohibiting or limiting the practice of the profession by a limited liability company or prohibiting or limiting the practice of two or more professions in combination. All such standards shall apply to the members, managers, employees, and agents through whom a professional limited liability company practices any profession in this state, to the same extent that the standards apply to an individual practitioner.  2008 Acts, ch 1162, §93, 155
IA Code § 489.1108 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1108 - Issuance of interests.

489.1108 Issuance of interests.   An interest of a professional limited liability company shall be issued only to an individual who is licensed to practice in any state a profession which the professional limited liability company is authorized to practice. Interests of a professional limited liability company shall not at any time be issued in, transferred into, or held in joint tenancy, tenancy in common, or any other form of joint ownership or co-ownership. Chapter 502 shall not be applicable to nor govern any transaction relating to any interests of a professional limited liability company.  2008 Acts, ch 1162, §94, 155
IA Code § 489.1109 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1109 - Assignment of interests.

489.1109 Assignment of interests.   A member or other person shall not make a voluntary assignment of an interest in a professional limited liability company to any person, except to the professional limited liability company or to an individual who is licensed to practice in this state a profession which the limited liability company is authorized to practice. The certificate of organization or operating agreement of the professional limited liability company may contain any additional provisions restricting the assignment of interests. Unless the certificate of organization or an operating agreement otherwise provides, a voluntary assignment requires the unanimous consent of the members.  2008 Acts, ch 1162, §95, 155
IA Code § 489.1110 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1110 - Convertible interests — rights and options.

489.1110 Convertible interests — rights and options.   A professional limited liability company shall not create or issue any interest convertible into an interest of the professional limited liability company. The provisions of this article with respect to the issuance and transfer of interests apply to the creation, issuance, and transfer of any right or option entitling the holder to purchase from a professional limited liability company any interest of the professional limited liability company. A right or option shall not be transferable, whether voluntarily, involuntarily, by operation of law, or in any other manner. Upon the death of the holder, or when the holder ceases to be licensed to practice a profession in this state which the professional limited liability company is authorized to practice, the right or option shall expire.  2008 Acts, ch 1162, §96, 155
IA Code § 489.1111 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1111 - Voting trust — proxy.

489.1111 Voting trust — proxy.   A member of a professional limited liability company shall not create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any interests of a professional limited liability company, and no such voting trust or agreement is valid or effective. Any proxy of a member of a professional limited liability company shall be an individual licensed to practice a profession in this state which the professional limited liability company is authorized to practice. Any provision in any proxy instrument denying the right of the member to revoke the proxy at any time or for any period of time is not valid or effective. This section does not otherwise limit the right of a member to vote by proxy, but the certificate of organization or operating agreement of the professional limited liability company may further limit or deny the right to vote by proxy.  2008 Acts, ch 1162, §97, 155
IA Code § 489.1113 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1113 - Certificates representing interests.

489.1113 Certificates representing interests.   Each certificate representing an interest of a professional limited liability company shall state in substance that the certificate represents an interest in a professional limited liability company and is not transferable except as expressly provided in this article and in the certificate of organization or an operating agreement of the professional limited liability company.  2008 Acts, ch 1162, §99, 155
IA Code § 489.1114 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1114 - Management.

489.1114 Management.   All managers of a professional limited liability company shall at all times be individuals who are licensed to practice a profession in this state or a lawful combination of professions pursuant to section 489.1102, which the limited liability company is authorized to practice. A person who is not licensed shall have no authority or duties in the management or control of the professional limited liability company. If a manager ceases to have this qualification, the manager shall immediately and automatically cease to hold such management position.  2008 Acts, ch 1162, §100, 155; 2011 Acts, ch 1, §4, 5, 6
IA Code § 489.1115 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1115 - Merger.

489.1115 Merger.   A professional limited liability company shall not merge with any entity except another professional limited liability company subject to this article or a professional corporation subject to chapter 496C. Merger is not permitted unless the surviving or new professional limited liability company is a professional limited liability company which complies with all requirements of this article.  2008 Acts, ch 1162, §101, 155
IA Code § 489.1116 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1116 - Dissolution or liquidation.

489.1116 Dissolution or liquidation.   A violation of any provision of this article by a professional limited liability company or any of its members or managers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court. Upon the death of the last remaining member of a professional limited liability company, or when the last remaining member is not licensed or ceases to be licensed to practice a profession in this state which the professional limited liability company is authorized to practice, or when any person other than the member of record becomes entitled to have all interests of the last remaining member of the professional limited liability company transferred into that person’s name or to exercise voting rights, except as a proxy, with respect to such interests, the professional limited liability company shall not practice any profession and it shall be promptly dissolved. However, if prior to dissolution all outstanding interests of the professional limited liability company are acquired by two or more persons licensed to practice a profession in this state which the professional limited liability company is authorized to practice, the professional limited liability company need not be dissolved and may practice the profession as provided in this article.  2008 Acts, ch 1162, §102, 155
IA Code § 489.1117 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1117 - Foreign professional limited liability company.

489.1117 Foreign professional limited liability company.   1. A foreign professional limited liability company may practice a profession in this state if it complies with the provisions of this article. The secretary of state may prescribe forms for this purpose. A foreign professional limited liability company may practice a profession in this state only through members, managers, employees, and agents who are licensed to practice the profession in this state. The provisions of this article with respect to the practice of a profession by a professional limited liability company apply to a foreign professional limited liability company.   2. This article does not prohibit the practice of a profession in this state by an individual who is a member, manager, employee, or agent of a foreign professional limited liability company, if the individual could lawfully practice the profession in this state in the absence of any relationship to a foreign professional limited liability company. This subsection applies regardless of whether or not the foreign professional limited liability company is authorized to practice a profession in this state.  2008 Acts, ch 1162, §103, 155
IA Code § 489.1118 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1118 - Limited liability companies organized under the other laws.

489.1118 Limited liability companies organized under the other laws.   This article does not apply to or interfere with the practice of any profession by or through any professional limited liability company organized after July 1, 1992, under any other law of this state or any other state or country, if the practice is lawful under any other statute or rule of law of this state. Any such professional limited liability company may voluntarily elect to adopt this article and become subject to its provisions, by amending its certificate of organization to be consistent with all provisions of this article and by stating in its amended certificate of organization that the limited liability company has voluntarily elected to adopt this article. Any limited liability company organized under any law of any other state or country may become subject to the provisions of this article by complying with all provisions of this article with respect to foreign professional limited liability companies.  2008 Acts, ch 1162, §104, 155
IA Code § 489.1119 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1119 - Conflicts with other provisions of this chapter.

489.1119 Conflicts with other provisions of this chapter.   The provisions of this article shall prevail over any inconsistent provisions of this chapter.  2008 Acts, ch 1162, §105, 155
IA Code § 489.1204 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1204 - Dissociation from a series.

489.1204 Dissociation from a series.   1. Unless otherwise provided in the operating agreement, a member shall cease to be associated with a series and to have the power to exercise any rights or powers of a member with respect to such series upon the assignment of all of the member’s transferable interest with respect to such series. Except as otherwise provided in an operating agreement, an event under this chapter or identified in an operating agreement that causes a member to cease to be associated with a series, by itself, shall not cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company.   2. This section is repealed on July 1, 2021.  2008 Acts, ch 1162, §109, 155; 2019 Acts, ch 26, §49, 53  2019 amendment to section is effective July 1, 2020; 2019 Acts, ch 26, §53  Section amended
IA Code § 489.1205 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.1205 - Termination of a series.

489.1205 Termination of a series.   1. Except to the extent otherwise provided in the operating agreement, a series may be terminated and its affairs wound up without causing the dissolution of the limited liability company. The termination of a series established pursuant to section 489.1201, subsection 1, shall not affect the limitation on a liability of such series provided by section 489.1201, subsection 2. A series is not terminated and its affairs shall continue despite the dissolution of the limited liability company under article 7 but the series shall be terminated and its affairs shall be wound up upon the first to occur of any of the events described in section 489.701, subsection 1, paragraphs “a” through “e”, as applied to the series.   2. Notwithstanding section 489.702, unless otherwise provided in the operating agreement, any of the following persons may wind up the affairs of a series:   a. A manager associated with a series who has not wrongfully terminated the series.   b. If there is no manager of a series, the members associated with the series or a person approved by the members associated with the series.   c. If there is more than one class or group of members associated with the series, then by each class or group of members associated with the series, in either case, by members who own more than fifty percent of the transferable interests of the series owned by all of the members associated with the series or by the members of each class or group associated with the series.   3. The persons winding up the affairs of a series, in the name of the series and for and on behalf of the series, may take all actions with respect to the series as are permitted under section 489.702 for a limited liability company. The persons winding up the affairs of a series shall provide for the claims and obligations of the series as provided in section 489.708 for a limited liability company and distribute the assets of the series as provided in section 489.708 for a limited liability company. An action taken pursuant to this subsection shall not affect the liability of a member and shall not impose liability on a liquidating trustee.   4. This section is repealed on July 1, 2021.  2008 Acts, ch 1162, §110, 155; 2019 Acts, ch 26, §50, 53  Subsection 4 effective July 1, 2020; 2019 Acts, ch 26, §53  NEW subsection 4