reglab/housing_qa huggingface dataset:
IA Code § 489.14205 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14205 - Certificate of existence for protected series.

489.14205 Certificate of existence for protected series.   1. On request of any person, the secretary of state shall issue a certificate of existence for a protected series of a series limited liability company or a certificate of authority for a foreign protected series in the following circumstances:   a. In the case of a protected series, if all of the following apply:   (1) No statement of dissolution, termination, or relocation pertaining to the protected series has been filed.   (2) The company has delivered to the secretary of state for filing the most recent biennial report required by section 489.209 and the report includes the name of the protected series, unless any of the following applies:   (a) When the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect.   (b) After the company delivered the report for filing, the company delivered to the secretary of state for filing a statement of designation change changing the name of the protected series.   b. In the case of a foreign protected series, it is authorized to do business in this state.   2. A certificate issued under subsection 1 must state all of the following:   a. In the case of a protected series, all of the following:   (1) The name of the protected series of the series limited liability company and the name of the company.   (2) That the requirements of subsection 1 are met.   (3) The date the protected series designation pertaining to the protected series took effect.   (4) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement.   b. In the case of a foreign protected series, that it is authorized to do business in this state.   c. That all fees, taxes, interest, and penalties due under this chapter or other law to the secretary of state have been paid if all of the following apply:   (1) Payment is reflected in the records of the secretary of state.   (2) Nonpayment affects the existence or good standing of the protected series.   d. Other facts reflected in the records of the secretary of state pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.   3. Subject to any qualification stated by the secretary of state in a certificate issued under subsection 1, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.  2019 Acts, ch 26, §13, 41  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14206 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14206 - Information required in biennial report — effect of failure to provide.

489.14206 Information required in biennial report — effect of failure to provide.   1. In the biennial report required by section 489.209, a series limited liability company shall include the name of each protected series of the company for which all of the following apply:   a. For which the company has previously delivered to the secretary of state for filing a protected series designation.   b. Which has not dissolved and completed winding up.   2. A failure by a series limited liability company to comply with subsection 1 with regard to a protected series prevents issuance of a certificate of existence pertaining to the protected series but does not otherwise affect the protected series.  2019 Acts, ch 26, §14, 41; 2020 Acts, ch 1063, §383  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14207 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14207 - Reserved.

489.14207 Reserved. Reserved.
IA Code § 489.14301 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14301 - Associated asset.

489.14301 Associated asset.   1. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.   2. An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to do all of the following:   a. Identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company.   b. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series.   c. If the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.   3. An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to do all of the following:   a. Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company.   b. Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company.   c. If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.   4. The records and recordkeeping required by subsections 2 and 3 may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.   5. To the extent permitted by this section and law of this state other than this article, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that all of the following applies:   a. A protected series shall not hold an associated asset in the name of the company or another protected series of the company.   b. The company shall not hold an associated asset in the name of a protected series of the company.  2019 Acts, ch 26, §15, 41  Referred to in §489.14102, 489.14107, 489.14404  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14302 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14302 - Associated member.

489.14302 Associated member.   1. Only a member of a series limited liability company may be an associated member of a protected series of the company.   2. A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states all of the following:   a. That the member is an associated member of the protected series.   b. The date on which the member became an associated member.   c. Any protected-series transferable interest the associated member has in connection with becoming or being an associated member.   3. If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series.  2019 Acts, ch 26, §16, 41  Referred to in §489.14102, 489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14303 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14303 - Protected-series transferable interest.

489.14303 Protected-series transferable interest.   1. A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company.   2. If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.   3. In addition to acquiring a protected-series transferable series interest under subsection 2, a series limited liability company may acquire a protected-series transferable interest through a transfer from another person or as provided in the operating agreement.   4. Except for section 489.14108, subsection 1, paragraph “c”, a provision of this article which applies to a protected-series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.  2019 Acts, ch 26, §17, 41  Referred to in §489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14304 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14304 - Management.

489.14304 Management.   1. A protected series may have more than one protected-series manager.   2. If a protected series has no associated members, the series limited liability company is the protected-series manager.   3. Section 489.14108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to all of the following:   a. The protected series.   b. Any associated member of the protected series.   c. Any protected-series transferee of the protected series.   4. Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to any of the following:   a. The company.   b. Another protected series of the company.   c. Another person in that person’s capacity as any of the following:   (1) A member of the company which is not an associated member of the protected series.   (2) A protected-series transferee or protected-series manager of another protected series.   (3) A transferee of the company.   5. An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.   6. Article 9 applies to a protected series in accordance with section 489.14108.  2019 Acts, ch 26, §18, 41  Referred to in §489.14107, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14305 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14305 - Right of person not associated member of protected series to information concerning protected series.

489.14305 Right of person not associated member of protected series to information concerning protected series.   1. A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 2.   2. A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 3.   3. If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under section 489.504.   4. A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under section 489.410, subsection 2.  2019 Acts, ch 26, §19, 41  Referred to in §489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14306 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14306 - Reserved.

489.14306 Reserved. Reserved.
IA Code § 489.14401 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14401 - Limitations on liability.

489.14401 Limitations on liability.   1. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of any of the following:   a. A protected series of a series limited liability company solely by reason of being or acting as any of the following:   (1) An associated member, protected-series manager, or protected-series transferee of the protected series.   (2) A member, manager, or a transferee of the company.   b. A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.   2. Subject to section 489.14404, all of the following rules apply:   a. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.   b. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.   c. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company for any of the following:   (1) Being or acting as a protected-series manager of the protected series.   (2) Having the protected series manage the company.   (3) Owning a protected-series transferable interest of the protected series.   d. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of any of the following:   (1) Being a protected series of the company.   (2) Being or acting as a manager of the company or a protected-series manager of another protected series of the company.   (3) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.  2019 Acts, ch 26, §20, 41  Referred to in §489.14107, 489.14402  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14402 - Claim seeking to disregard limitation of liability.

489.14402 Claim seeking to disregard limitation of liability.   1. Except as otherwise provided in subsection 2, a claim seeking to disregard a limitation in section 489.14401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.   2. The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in section 489.14401, subsection 1, but may be a ground to disregard a limitation in section 489.14401, subsection 2.   3. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in section 489.14401, if any of the following apply:   a. The claimant is a resident of this state or doing business or authorized to do business in this state.   b. The claim is to establish or enforce a liability arising under law of this state other than this article or from an act or omission in this state.  2019 Acts, ch 26, §21, 41  Referred to in §489.801, 489.14107, 489.14701, 489.14703, 489.14803  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14403 - Remedies of judgment creditor of associated member or protected-series transferee.

489.14403 Remedies of judgment creditor of associated member or protected-series transferee.   Section 489.503 applies to a judgment creditor of any of the following:   1. An associated member or protected-series transferee of a protected series.   2. A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.  2019 Acts, ch 26, §22, 41  Referred to in §489.14107  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14405 - Reserved.

489.14405 Reserved. Reserved.
IA Code § 489.14501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14501 - Events causing dissolution of protected series.

489.14501 Events causing dissolution of protected series.   A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on any of the following:   1. Dissolution of the company.   2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series.   3. Affirmative vote or consent of all members.   4. Entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series subject to all of the following:   a. In accordance with section 489.14108.   b. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company.   5. Entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.  2019 Acts, ch 26, §24, 41  Referred to in §489.14103, 489.14107, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14502 - Winding up dissolved protected series.

489.14502 Winding up dissolved protected series.   1. Subject to subsections 2 and 3 and in accordance with section 489.14108 all of the following apply:   a. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under sections 489.702 through 489.704 subject to the same requirements and conditions and with the same effects.   b. Judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under section 489.702, subsection 5.   2. When a protected series of a series limited liability company dissolves, the company may deliver to the secretary of state for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the secretary of state has the same effect as the filing by the secretary of state of a statement of dissolution under section 489.103, subsection 4, paragraph “b”, subparagraph (1).   3. When a protected series of a series limited liability company has completed winding up, the company may deliver to the secretary of state for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the secretary of state has the same effect as the filing by the secretary of state of a statement of termination under section 489.103, subsection 4, paragraph “b”, subparagraph (2).   4. A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.  2019 Acts, ch 26, §25, 41  Referred to in §489.14103, 489.14107, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14503 - Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.

489.14503 Effect of reinstatement of series limited liability company or revocation of voluntary dissolution.   If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution both of the following apply:   1. Each protected series of the company ceases winding up.   2. The provisions of section 489.706 apply to each protected series of the company in accordance with section 489.14108.  2019 Acts, ch 26, §26, 41  Referred to in §489.14107, 489.14108  Section takes effect July 1, 2020; 2019 Acts, ch 26, §41  NEW section
IA Code § 489.14504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|Section 489.14504 - Reserved.

489.14504 Reserved. Reserved.