reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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, 489.14403
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.703 - Known claims against dissolved limited liability company.

489.703 Known claims against dissolved limited liability company.
1. Except as otherwise provided in subsection 4, a dissolved limited liability company may give notice of a known claim under subsection 2, which has the effect as provided in subsection 3.
2. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must do all of the following:
a. Specify the information required to be included in a claim.
b. Provide a mailing address to which the claim is to be sent.
c. State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant.
d. State that the claim will be barred if not received by the deadline.
3. A claim against a dissolved limited liability company is barred if the requirements of subsection 2 are met and any of the following applies:
a. The claim is not received by the specified deadline.
b. If the claim is timely received but rejected by the company, all of the following apply:
(1) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice.
(2) The claimant does not commence the required action within the ninety days.
4. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
2008 Acts, ch 1162, §51, 155
Referred to in §489.704, 489.705, 489.14502
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.704 - Other claims against dissolved limited liability company.

489.704 Other claims against dissolved limited liability company.
1. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
2. The notice authorized by subsection 1 must do all of the following:
a. Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company’s principal office is located or, if it has none in this state, in the county in which the company’s registered office is or was last located.
b. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent.
c. State that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
3. If a dissolved limited liability company publishes a notice in accordance with subsection 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:
a. A claimant that did not receive notice in a record under section 489.703.
b. A claimant whose claim was timely sent to the company but not acted on.
c. A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
4. A claim not barred under this section may be enforced as follows:
a. Against a dissolved limited liability company, to the extent of its undistributed assets.
b. If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person’s proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
2008 Acts, ch 1162, §52, 155
Referred to in §489.705, 489.14502
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.705 - Administrative dissolution.

489.705 Administrative dissolution.
1. The secretary of state may commence a proceeding under this section to administratively dissolve a limited liability company if any of the following apply:
a. The limited liability company has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 489.209 within sixty days after it is due, or has not paid within sixty days after the due date, any fee, tax, or penalty due to the secretary of state under this chapter or law other than this chapter.
b. The limited liability company is without a registered office or registered agent in this state for sixty days or more.
c. The limited liability company does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
d. The limited liability company’s period of duration stated in its certificate of organization has expired.
2. If the secretary of state determines that a ground exists for administratively dissolving a limited liability company, the secretary of state shall file a record of the determination and serve the company with a copy of the filed record.
3. If within sixty days after service of the copy pursuant to subsection 2 a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, the secretary of state shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The secretary of state shall serve the company with a copy of the filed declaration.
4. A limited liability company that has been administratively dissolved continues in existence but, subject to section 489.706, may carry on only activities necessary to wind up its activities and liquidate its assets under sections 489.702 and 489.708 and to notify claimants under sections 489.703 and 489.704.
5. The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.
2008 Acts, ch 1162, §53, 155; 2010 Acts, ch 1100, §14
Referred to in §489.701A, 489.706
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.706 - Reinstatement following administrative dissolution.

489.706 Reinstatement following administrative dissolution.
1. A limited liability company administratively dissolved under section 489.705 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must be delivered to the secretary of state and meet all of the following requirements:
a. Recite the name of the limited liability company at its date of dissolution and the effective date of its administrative dissolution.
b. State that the ground or grounds for dissolution as provided in section 489.705 have been eliminated.
c. If the application is received more than five years after the effective date of the administrative dissolution, state a name that satisfies the requirements of section 489.108.
d. State the federal tax identification number of the limited liability company.
2. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the limited liability company. If the department reports to the secretary of state that a filing delinquency or liability exists against the limited liability company, the secretary of state shall not cancel the declaration of dissolution until the filing delinquency or liability is satisfied.
3. If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to subsection 2 has been satisfied, and that the information is correct, the secretary of state shall cancel the declaration of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability company under section 489.116. If the limited liability company’s name in subsection 1, paragraph “c”, is different than the name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the limited liability company’s certificate of organization insofar as it pertains to its name. A limited liability company shall not relinquish the right to retain its name as provided in section 489.108, if the reinstatement is effective within five years of the effective date of the limited liability company’s dissolution.
4. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred.
2008 Acts, ch 1162, §54, 155; 2010 Acts, ch 1040, §1; 2020 Acts, ch 1118, §24
Referred to in §488.108, 489.705, 489.14503, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.707 - Appeal from rejection of reinstatement.

489.707 Appeal from rejection of reinstatement.
1. If the secretary of state rejects a limited liability company’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice.
2. Within thirty days after service of a notice of rejection of reinstatement under subsection 1, a limited liability company may appeal from the rejection by petitioning the district court to set aside the dissolution. The petition must be served on the secretary of state and contain a copy of the secretary of state’s declaration of dissolution, the company’s application for reinstatement, and the secretary of state’s notice of rejection.
3. The court may order the secretary of state to reinstate a dissolved limited liability company or take other action the court considers appropriate.
2008 Acts, ch 1162, §55, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.708 - Distribution of assets in winding up limited liability company’s activities.

489.708 Distribution of assets in winding up limited liability company’s activities.
1. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.
2. After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 489.503:
a. To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions.
b. In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502.
3. If a limited liability company does not have sufficient surplus to comply with subsection 2, paragraph “a”, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
4. All distributions made under subsections 2 and 3 must be paid in money.
2008 Acts, ch 1162, §56, 155
Referred to in §489.404, 489.705
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.801 - Governing law.

489.801 Governing law.
1. Subject to sections 489.14402 and 489.14404, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:
a. The internal affairs of the company.
b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
2. A foreign limited liability company shall not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
3. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company shall not engage in or exercise in this state.
2008 Acts, ch 1162, §57, 155; 2019 Acts, ch 26, §45, 53
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.802 - Application for certificate of authority.

489.802 Application for certificate of authority.
1. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth all of the following:
a. The name of the foreign limited liability company or, if its name is unavailable for use in this state, either a name that satisfies the requirements of section 489.108, or an alternate name adopted pursuant to section 489.805, subsection 1.
b. The name of the state or other jurisdiction under whose law it is formed.
c. Its date of formation and period of duration.
d. The street address of its principal office.
e. The address of its registered office in this state and the name of its registered agent at that office.
f. If the foreign limited liability company is member-managed, the name and street and mailing address of at least one member; or if the foreign limited liability company is manager-managed, the name and street and mailing address of at least one manager.
2. The foreign limited liability company shall deliver the completed application to the secretary of state, and shall also deliver to the secretary of state a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of records in the state or other jurisdiction under whose law the company is formed and which is dated no earlier than ninety days prior to the date the application is filed with the secretary of state.
2008 Acts, ch 1162, §58, 155; 2010 Acts, ch 1100, §15; 2016 Acts, ch 1097, §20
Referred to in §489.113
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.803 - Activities not constituting transacting business.

489.803 Activities not constituting transacting business.
1. Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include all of the following:
a. Maintaining, defending, or settling an action or proceeding.
b. Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers.
c. Maintaining accounts in financial institutions.
d. Maintaining offices or agencies for the transfer, exchange, and registration of the company’s own securities or maintaining trustees or depositories with respect to those securities.
e. Selling through independent contractors.
f. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
g. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
h. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired.
i. Conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions.
j. Transacting business in interstate commerce.
2. For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection 1, constitutes transacting business in this state.
3. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
2008 Acts, ch 1162, §59, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.804 - Filing of certificate of authority.

489.804 Filing of certificate of authority.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative.
2008 Acts, ch 1162, §60, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.805 - Noncomplying name of foreign limited liability company.

489.805 Noncomplying name of foreign limited liability company.
1. A foreign limited liability company whose name does not comply with section 489.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 489.108. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name.
2. If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 489.108, it may not thereafter transact business in this state until it complies with subsection 1 and obtains an amended certificate of authority.
2008 Acts, ch 1162, §61, 155
Referred to in §489.108, 489.209, 489.802
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.806 - Revocation of certificate of authority.

489.806 Revocation of certificate of authority.
1. A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections 2 and 3 if the company does not do any of the following:
a. Pay, within sixty days after the due date, any fee, tax, or penalty due the secretary of state under this chapter or law other than this chapter.
b. Deliver, within sixty days after the due date, its biennial report required under section 489.209.
c. Appoint and maintain a registered agent and registered office as required by section 489.113, subsections 1 and 2.
d. Deliver for filing a statement of a change under section 489.114 within thirty days after a change has occurred in the name of its registered agent or the address of its registered office.
2. To revoke a certificate of authority of a foreign limited liability company, the secretary of state must prepare, sign, and file a notice of revocation and send a copy to the company’s registered agent for service of process in this state or, if the company does not appoint and maintain a proper registered agent in this state, to the company’s principal office. The notice must state all of the following:
a. The revocation’s effective date, which must be at least sixty days after the date the secretary of state sends the copy.
b. The grounds for revocation under subsection 1.
3. The authority of a foreign limited liability company to transact business in this state ceases on the effective date in the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection 2. If the company cures each ground, the secretary of state shall file a record so stating.
2008 Acts, ch 1162, §62, 155; 2010 Acts, ch 1100, §16, 17
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.807 - Cancellation of certificate of authority.

489.807 Cancellation of certificate of authority.
1. To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating all of the following:
a. The name of the foreign limited liability company and that the company desires to cancel its certificate of authority.
b. That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.
c. A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under paragraph “b”.
d. A commitment to notify the secretary of state in the future of any change in the mailing address of the foreign limited liability company.
2. The certificate is canceled when the notice becomes effective.
2008 Acts, ch 1162, §63, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.808 - Effect of failure to have certificate of authority.

489.808 Effect of failure to have certificate of authority.
1. A foreign limited liability company transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
2. The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.
3. The successor to a foreign limited liability company that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability company or its successor obtains a certificate of authority.
4. A district court may stay a proceeding commenced by a foreign limited liability company, its successor, or assignee until it determines whether the foreign limited liability company or its successor or assignee requires a certificate of authority. If it so determines, the district court may further stay the proceeding until the foreign limited liability company or its successor or assignee obtains the certificate.
5. A foreign limited liability company is liable for a civil penalty not to exceed a total of one thousand dollars if it transacts business in this state without a certificate of authority. The attorney general may collect penalties due under this subsection.
6. A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.
7. If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its registered agent for service of process for rights of action arising out of the transaction of business in this state.
2008 Acts, ch 1162, §64, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.901 - Direct action by member.

489.901 Direct action by member.
1. Subject to subsection 2, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
2. A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
2008 Acts, ch 1162, §66, 155
Referred to in §489.409, 489.601
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.902 - Derivative action.

489.902 Derivative action.
A member may maintain a derivative action to enforce a right of a limited liability company as follows:
1. The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within ninety days from the date the demand was made unless the member has earlier been notified that the demand has been rejected by the company or unless irreparable injury to the company would result by waiting for the expiration of the ninety-day period.
2. A demand under subsection 1 would be futile.
2008 Acts, ch 1162, §67, 155
Referred to in §489.903, 489.904, 489.906
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.903 - Proper plaintiff.

489.903 Proper plaintiff.
1. Except as otherwise provided in subsection 2, a derivative action under section 489.902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
2. If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
2008 Acts, ch 1162, §68, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.904 - Pleading.

489.904 Pleading.
In a derivative action under section 489.902, the complaint must state with particularity any of the following:
1. The date and content of the plaintiff’s demand and the response to the demand by the managers or other members.
2. If a demand has not been made, the reasons a demand under section 489.902, subsection 1, would be futile.
2008 Acts, ch 1162, §69, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.906 - Proceeds and expenses.

489.906 Proceeds and expenses.
1. Except as otherwise provided in subsection 2, all of the following apply:
a. Any proceeds or other benefits of a derivative action under section 489.902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff.
b. If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
2. If a derivative action under section 489.902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.
2008 Acts, ch 1162, §70, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1002 - Merger.

489.1002 Merger.
1. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 489.1003 through 489.1005, and a plan of merger, if all of the following apply:
a. The governing statute of each of the other organizations authorizes the merger.
b. The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes.
c. Each of the other organizations complies with its governing statute in effecting the merger.
2. A plan of merger must be in a record and must include all of the following:
a. The name and form of each constituent organization.
b. The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect.
c. The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration.
d. If the surviving organization is to be created by the merger, the surviving organization’s organizational documents that are proposed to be in a record.
e. If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents that are, or are proposed to be, in a record.
2008 Acts, ch 1162, §72, 155
Referred to in §489.1015, 489.14604, 489.14605