reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1003 - Action on plan of merger by constituent limited liability company.

489.1003 Action on plan of merger by constituent limited liability company.
1. Subject to section 489.1014, a plan of merger must be consented to by all the members of a constituent limited liability company.
2. Subject to section 489.1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under section 489.1004, a constituent limited liability company may amend the plan or abandon the merger as follows:
a. As provided in the plan.
b. Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
2008 Acts, ch 1162, §73, 155
Referred to in §489.1002, 489.1015, 489.14604
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1004 - Filings required for merger — effective date.

489.1004 Filings required for merger — effective date.
1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following:
a. Each constituent limited liability company, as provided in section 489.203, subsection 1.
b. Each other constituent organization, as provided in its governing statute.
2. Articles of merger under this section must include all of the following:
a. The name and form of each constituent organization and the jurisdiction of its governing statute.
b. The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect.
c. The date the merger is effective under the governing statute of the surviving organization.
d. If the surviving organization is to be created by the merger, as follows:
(1) If it will be a limited liability company, the company’s certificate of organization.
(2) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record.
e. If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record.
f. A statement as to each constituent organization that the merger was approved as required by the organization’s governing statute.
g. If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of section 489.1005, subsection 2.
h. Any additional information required by the governing statute of any constituent organization.
3. Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state.
4. A merger becomes effective under this article as follows:
a. If the surviving organization is a limited liability company, upon the later of any of the following:
(1) Compliance with subsection 3.
(2) Subject to section 489.205, subsection 3, as specified in the articles of merger.
b. If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
2008 Acts, ch 1162, §74, 155
Referred to in §489.1002, 489.1003, 489.1015, 489.14604, 489.14606
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1005 - Effect of merger.

489.1005 Effect of merger.
1. When a merger becomes effective all of the following apply:
a. The surviving organization continues or comes into existence.
b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity.
c. All property owned by each constituent organization that ceases to exist vests in the surviving organization.
d. All debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization.
e. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred.
f. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization.
g. Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect.
h. Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7.
i. If the surviving organization is created by the merger, any of the following applies:
(1) If it is a limited liability company, the certificate of organization becomes effective.
(2) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective.
j. If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
2. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its registered agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
2008 Acts, ch 1162, §75, 155; 2010 Acts, ch 1193, §57, 77
Referred to in §489.1002, 489.1004, 489.1015, 489.14604, 489.14607
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1006 - Conversion.

489.1006 Conversion.
1. An organization other than a limited liability company or a foreign limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a foreign limited liability company pursuant to this section, sections 489.1007 through 489.1009, and a plan of conversion, if all of the following apply:
a. The other organization’s governing statute authorizes the conversion.
b. The conversion is not prohibited by the law of the jurisdiction that enacted the other organization’s governing statute.
c. The other organization complies with its governing statute in effecting the conversion.
2. A plan of conversion must be in a record and must include all of the following:
a. The name and form of the organization before conversion.
b. The name and form of the organization after conversion.
c. The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration.
d. The organizational documents of the converted organization that are, or are proposed to be, in a record.
2008 Acts, ch 1162, §76, 155
Referred to in §489.1001
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1007 - Action on plan of conversion by converting limited liability company.

489.1007 Action on plan of conversion by converting limited liability company.
1. Subject to section 489.1014, a plan of conversion must be consented to by all the members of a converting limited liability company.
2. Subject to section 489.1014 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 489.1008, a converting limited liability company may amend the plan or abandon the conversion as follows:
a. As provided in the plan.
b. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
2008 Acts, ch 1162, §77, 155
Referred to in §489.1001, 489.1006
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1008 - Filings required for conversion — effective date.

489.1008 Filings required for conversion — effective date.
1. After a plan of conversion is approved, all of the following apply:
a. A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in section 489.203, subsection 1, and must include all of the following:
(1) A statement that the limited liability company has been converted into another organization.
(2) The name and form of the organization and the jurisdiction of its governing statute.
(3) The date the conversion is effective under the governing statute of the converted organization.
(4) A statement that the conversion was approved as required by this chapter.
(5) A statement that the conversion was approved as required by the governing statute of the converted organization.
(6) All documents required to be filed with the secretary of state in accordance with the governing statute of the converted organization to effectuate the conversion.
(7) If the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the secretary of state may use for the purposes of section 489.1009, subsection 3.
b. If the converting organization is not a converting limited liability company, the converting organization shall deliver to the secretary of state for filing a certificate of organization, which must include, in addition to the information required by section 489.201, subsection 2, all of the following:
(1) A statement that the converted organization was converted from another organization.
(2) The name and form of that converting organization and the jurisdiction of its governing statute.
(3) A statement that the conversion was approved in a manner that complied with the converting organization’s governing statute.
2. A conversion becomes effective as follows:
a. If the converted organization is a limited liability company, when the certificate of organization takes effect.
b. If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
2008 Acts, ch 1162, §78, 155
Referred to in §9.11, 489.1001, 489.1006, 489.1007
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1009 - Effect of conversion.

489.1009 Effect of conversion.
1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
2. When a conversion takes effect all of the following apply:
a. All property owned by the converting organization remains vested in the converted organization.
b. All debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization.
c. An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred.
d. Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization.
e. Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect.
f. Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of article 7.
3. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its registered agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
2008 Acts, ch 1162, §79, 155; 2010 Acts, ch 1193, §58, 77
Referred to in §489.1001, 489.1006, 489.1008
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1010 - Domestication.

489.1010 Domestication.
1. A foreign limited liability company may become a limited liability company pursuant to this section, sections 489.1011 through 489.1013, and a plan of domestication, if all of the following apply:
a. The foreign limited liability company’s governing statute authorizes the domestication.
b. The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute.
c. The foreign limited liability company complies with its governing statute in effecting the domestication.
2. A limited liability company may become a foreign limited liability company pursuant to this section, sections 489.1011 through 489.1013, and a plan of domestication, if all of the following apply:
a. The foreign limited liability company’s governing statute authorizes the domestication.
b. The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute.
c. The foreign limited liability company complies with its governing statute in effecting the domestication.
3. A plan of domestication must be in a record and must include all of the following:
a. The name of the domesticating company before domestication and the jurisdiction of its governing statute.
b. The name of the domesticated company after domestication and the jurisdiction of its governing statute.
c. The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration.
d. The organizational documents of the domesticated company that are, or are proposed to be, in a record.
2008 Acts, ch 1162, §80, 155
Referred to in §489.1001, 489.1013
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1011 - Action on plan of domestication by domesticating limited liability company.

489.1011 Action on plan of domestication by domesticating limited liability company.
1. A plan of domestication must be consented to as follows:
a. By all the members, subject to section 489.1014, if the domesticating company is a limited liability company.
b. As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company.
2. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the secretary of state for filing under section 489.1012, a domesticating limited liability company may amend the plan or abandon the domestication as follows:
a. As provided in the plan.
b. Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
2008 Acts, ch 1162, §81, 155
Referred to in §489.1001, 489.1010
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1012 - Filings required for domestication — effective date.

489.1012 Filings required for domestication — effective date.
1. After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include all of the following:
a. A statement, as the case may be, that the company has been domesticated from or into another jurisdiction.
b. The name of the domesticating company and the jurisdiction of its governing statute.
c. The name of the domesticated company and the jurisdiction of its governing statute.
d. The date the domestication is effective under the governing statute of the domesticated company.
e. If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter.
f. If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction.
g. If the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of section 489.1013, subsection 2.
2. A domestication becomes effective as follows:
a. When the certificate of organization takes effect, if the domesticated company is a limited liability company.
b. According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
2008 Acts, ch 1162, §82, 155
Referred to in §9.11, 489.1001, 489.1010, 489.1011
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1013 - Effect of domestication.

489.1013 Effect of domestication.
1. When a domestication takes effect, all of the following apply:
a. The domesticated company is for all purposes the company that existed before the domestication.
b. All property owned by the domesticating company remains vested in the domesticated company.
c. All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company.
d. An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred.
e. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company.
f. Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.
g. Except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of article 7.
2. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its registered agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the secretary of state under this subsection must be made in the same manner and has the same consequences as in section 489.116, subsections 2 and 3.
3. If a limited liability company has adopted and approved a plan of domestication under section 489.1010 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization must be delivered to the secretary of state for filing setting forth all of the following:
a. The name of the company.
b. A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction.
c. A statement that the domestication was approved as required by this chapter.
d. The jurisdiction of formation of the domesticated foreign limited liability company.
2008 Acts, ch 1162, §83, 155; 2010 Acts, ch 1061, §65; 2010 Acts, ch 1193, §59, 77
Referred to in §489.1001, 489.1010, 489.1012
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1014 - Restrictions on approval of mergers, conversions, and domestications.

489.1014 Restrictions on approval of mergers, conversions, and domestications.
1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless all of the following apply:
a. The company’s operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.
b. The member has consented to the provision of the operating agreement.
2. A member does not give the consent required by subsection 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
2008 Acts, ch 1162, §84, 155
Referred to in §489.110, 489.1003, 489.1007, 489.1011
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1301 - Uniformity of application and construction.

489.1301 Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
2008 Acts, ch 1162, §112, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1302 - Relation to Electronic Signatures in Global and National Commerce Act.

489.1302 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that Act, 15 U.S.C. §7003(b).
2008 Acts, ch 1162, §113, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1303 - Savings clause.

489.1303 Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2009.
2008 Acts, ch 1162, §114, 155; 2013 Acts, ch 90, §145
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.1304 - Application to existing relationships.

489.1304 Application to existing relationships.
1. Before January 1, 2011, this chapter governs all of the following:
a. A limited liability company formed on or after January 1, 2009.
b. Except as otherwise provided in subsection 3, a limited liability company formed before January 1, 2009, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
2. Except as otherwise provided in subsection 3, on and after January 1, 2011, this chapter governs all limited liability companies.
3. For the purposes of applying this chapter to a limited liability company formed before January 1, 2009, all of the following apply:
a. The limited liability company’s articles of organization are deemed to be the company’s certificate of organization.
b. For the purposes of applying section 489.102, subsection 12, and subject to section 489.112, subsection 4, language in the limited liability company’s articles of organization designating the limited liability company’s management structure operates as if that language were in the operating agreement.
c. If a professional limited liability company’s name complied with section 490A.1503 as that section existed on December 30, 2010, that company’s name shall also be deemed to comply with the name requirements of section 489.1103, Code 2011.
2008 Acts, ch 1162, §115, 155; 2011 Acts, ch 56, §4, 6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14102 - Definitions.

489.14102 Definitions.
As used in this article, unless the context otherwise requires:
1. “Asset” means any of the following:
a. Property in which a series limited liability company or protected series has rights.
b. Property as to which the company or protected series has the power to transfer rights.
2. “Associated asset” means an asset that meets the requirements of section 489.14301.
3. “Associated member” means a member that meets the requirements of section 489.14302.
4. “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this article. The term applies whether or not the law under which the foreign company is organized refers to “protected series”.
5. “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series.
6. “Nonassociated asset” means any of the following:
a. An asset of a series limited liability company which is not an associated asset of the company.
b. An asset of a protected series of the company which is not an associated asset of the protected series.
7. “Person” means the same as defined in section 4.1 and includes a protected series.
8. “Protected series”, except in the phrase “foreign protected series”, means a protected series established under section 489.14201.
9. “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this article, and this chapter.
10. “Protected-series transferable interest” means a right to receive a distribution from a protected series.
11. “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
12. “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series.
2019 Acts, ch 26, §2, 41
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14103 - Nature of protected series.

489.14103 Nature of protected series.
A protected series of a series limited liability company is a person distinct from all of the following:
1. The company, subject to section 489.14104, subsection 3, section 489.14501, subsection 1, and section 489.14502, subsection 4.
2. Another protected series of the company.
3. A member of the company, whether or not the member is an associated member of the protected series.
4. A protected-series transferee of a protected series of the company.
5. A transferee of a transferable interest of the company.
2019 Acts, ch 26, §3, 41
Referred to in §489.14107
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.14104 - Powers and duration of protected series.

489.14104 Powers and duration of protected series.
1. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
2. Except as otherwise provided in subsections 3 and 4, a protected series of a series limited liability company has the same powers and purposes as the company.
3. A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
4. A protected series of a series limited liability company shall not do any of the following:
a. Be a member of the company.
b. Establish a protected series.
c. Except as permitted by law of this state other than this article, have a purpose or power that the law of this state other than this article prohibits a limited liability company from doing or having.
2019 Acts, ch 26, §4, 41
Referred to in §489.14103, 489.14107