reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.103 - Knowledge — notice.

489.103 Knowledge — notice.
1. A person knows a fact when the person has or is any of the following:
a. Has actual knowledge of it.
b. Is deemed to know it under subsection 4, paragraph “a”, or law other than this chapter.
2. A person has notice of a fact when the person has or is any of the following:
a. Has reason to know the fact from all of the facts known to the person at the time in question.
b. Is deemed to have notice of the fact under subsection 4, paragraph “b”.
3. A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
4. A person that is not a member is deemed both of the following:
a. To know of a limitation on authority to transfer real property as provided in section 489.302, subsection 7.
b. To have notice of all of the following regarding a limited liability company’s:
(1) Dissolution, ninety days after a statement of dissolution under section 489.702, subsection 2, paragraph “b”, subparagraph (1), becomes effective.
(2) Termination, ninety days after a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6), becomes effective.
(3) Merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under article 10 become effective.
2008 Acts, ch 1162, §3, 155
Referred to in §489.206, 489.302, 489.14502
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.104 - Nature, purpose, and duration of limited liability company.

489.104 Nature, purpose, and duration of limited liability company.
1. A limited liability company is an entity distinct from its members.
2. A limited liability company may have any lawful purpose, regardless of whether for profit.
3. A limited liability company has perpetual duration.
2008 Acts, ch 1162, §4, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.105 - Powers.

489.105 Powers.
1. Except as otherwise provided in subsection 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities.
2. Until a limited liability company has or has had at least one member, the company lacks the capacity to do any act or carry on any activity except all of the following:
a. Delivering to the secretary of state for filing a statement of change under section 489.114, an amendment to the certificate under section 489.202, a statement of correction under section 489.206, a biennial report under section 489.209, a statement of withdrawal or a statement of rescission under section 489.701A, or a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6).
b. Admitting a member under section 489.401.
c. Dissolving under section 489.701.
3. A limited liability company that has or has had at least one member may ratify an act or activity that occurred when the company lacked capacity under subsection 2.
2008 Acts, ch 1162, §5, 155; 2019 Acts, ch 26, §55
Referred to in §489.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.106 - Governing law.

489.106 Governing law.
The law of this state governs all of the following:
1. The internal affairs of a limited liability company.
2. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
2008 Acts, ch 1162, §6, 155
Referred to in §489.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.108 - Name.

489.108 Name.
1. The name of a limited liability company must contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”.
2. Unless authorized by subsection 3, the name of a limited liability company must be distinguishable in the records of the secretary of state from all of the following:
a. The name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this state.
b. Each name reserved under section 489.109.
3. A limited liability company may apply to the secretary of state for authorization to use a name that does not comply with subsection 2. The secretary of state shall authorize use of the name applied for if either of the following applies:
a. The present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the noncomplying name to a name that complies with subsection 2 and is distinguishable in the records of the secretary of state from the name applied for.
b. The applicant delivers to the secretary of state a certified copy of the final judgment of a court establishing the applicant’s right to use in this state the name applied for.
4. A limited liability company may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed under the law of this state or is authorized to transact business in this state and the proposed user limited liability company meets any of the following conditions:
a. Has merged with the other entity.
b. Has been formed by reorganization of the other entity.
c. Has acquired all or substantially all of the assets, including the name, of the other entity.
5. This article does not control the use of fictitious names. However, if a limited liability company uses a fictitious name in this state, it shall deliver to the secretary of state for filing a certified copy of the resolution of its members if it is member-managed or its managers if it is manager-managed, adopting the fictitious name.
6. Subject to section 489.805, this section applies to a foreign limited liability company transacting business in this state which has a certificate of authority to transact business in this state or which has applied for a certificate of authority.
2008 Acts, ch 1162, §8, 155; 2009 Acts, ch 133, §160
Referred to in §488.108, 489.201, 489.706, 489.802, 489.805, 489.14202, 489.14703, 490.401, 504.401, 504.403
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.109 - Reservation of name.

489.109 Reservation of name.
1. A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, it must be reserved for the applicant’s exclusive use for a one-hundred-twenty-day period.
2. The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
2008 Acts, ch 1162, §9, 155
Referred to in §488.108, 489.108, 490.401, 504.401, 504.403, 524.310
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.111 - Operating agreement — effect on limited liability company and persons becoming members — preformation agreement.

489.111 Operating agreement — effect on limited liability company and persons becoming members — preformation agreement.
1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
3. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
4. An operating agreement in a signed record that excludes modification or rescission except by a signed record cannot be otherwise modified or rescinded.
2008 Acts, ch 1162, §11, 155; 2017 Acts, ch 54, §76
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.112 - Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.

489.112 Operating agreement — effect on third parties and relationship to records effective on behalf of limited liability company.
1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
2. The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under section 489.503, subsection 2, paragraph “b”, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member.
3. If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under section 489.110, subsection 3, if contained in the operating agreement, the provision is likewise ineffective in the record.
4. Subject to subsection 3, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement, the following rules apply:
a. The operating agreement prevails as to members, dissociated members, transferees, and managers.
b. The record prevails as to other persons to the extent they reasonably rely on the record.
2008 Acts, ch 1162, §12, 155
Referred to in §9.11, 489.110, 489.201, 489.202, 489.1304
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.113 - Registered office and registered agent for service of process.

489.113 Registered office and registered agent for service of process.
A limited liability company or a foreign limited liability company that has a certificate of authority under section 489.802 shall designate and continuously maintain in this state all of the following:
1. A registered office, which need not be a place of its activity in this state.
2. A registered agent for service of process who may be any of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation, limited liability company, or not-for-profit domestic corporation whose business office is identical with the registered office.
c. A foreign corporation, foreign limited liability company, or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
2008 Acts, ch 1162, §13, 155; 2010 Acts, ch 1100, §2
Referred to in §489.102, 489.806
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.114 - Change of registered office or registered agent for service of process.

489.114 Change of registered office or registered agent for service of process.
1. A limited liability company or foreign limited liability company may change its registered office or its registered agent for service of process by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the company.
b. If the current registered office is to be changed, the street and mailing addresses of the new registered office.
c. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s consent to the appointment. The agent’s consent may be on the statement or attached to it.
d. That after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.
2. If a registered agent changes the street address of the registered agent’s business office, the registered agent may change the street address of the registered office of any limited liability company or foreign limited liability company for which the person is the registered agent by notifying the limited liability company or foreign limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection 1 and recites that the limited liability company or foreign limited liability company has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the business address and the address of the registered agent by filing a statement as required by subsection 2 for each limited liability company or foreign limited liability company, or a single statement of all limited liability companies or all foreign limited liability companies named in the notice, except that it need be signed only by the registered agent and need not be responsive to subsection 1, paragraph “c”, and must recite that a copy of the statement has been mailed to each limited liability company or foreign limited liability company named in the notice.
4. A limited liability company or foreign limited liability company may also change its registered office or registered agent in its biennial report as provided in section 489.209.
5. Subject to section 489.205, subsection 3, a statement of change is effective when filed by the secretary of state.
2008 Acts, ch 1162, §14, 155; 2010 Acts, ch 1100, §3
Referred to in §489.105, 489.202, 489.209, 489.806
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.115 - Resignation of registered agent for service of process.

489.115 Resignation of registered agent for service of process.
1. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary of state for filing the signed original statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued. The registered agent shall send a copy of the statement of resignation by certified mail, return receipt requested, to the limited liability company or foreign limited liability company at its principal office and to the registered office, if not discontinued. The registered agent shall certify to the secretary of state that the copies have been sent to the limited liability company or foreign limited liability company, including the date the copies were sent.
2. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the limited liability company.
2008 Acts, ch 1162, §15, 155; 2010 Acts, ch 1100, §4; 2020 Acts, ch 1058, §3
Referred to in §489.205
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.116 - Service of process.

489.116 Service of process.
1. A limited liability company’s or foreign limited liability company’s registered agent is the company’s agent for service of process, notice, or demand required or permitted by law to be served on the company.
2. If a limited liability company or foreign limited liability company has no registered agent, or the agent cannot with reasonable diligence be served, the company may be served by registered or certified mail, return receipt requested, addressed to the company at its principal office. Service is perfected under this subsection at the earliest of any of the following:
a. The date the limited liability company or foreign limited liability company receives the mail.
b. The date shown on the return receipt, if signed on behalf of the company.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
3. A limited liability company or foreign limited liability company may be served pursuant to this section, as provided in another provision of this chapter, or as provided in sections 617.3 through 617.6, unless the manner of service is otherwise specifically provided for by another provision of law.
2008 Acts, ch 1162, §16, 155; 2010 Acts, ch 1100, §5; 2010 Acts, ch 1193, §56
Referred to in §489.706, 489.1005, 489.1009, 489.1013
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.117 - Fees.

489.117 Fees.
1. The secretary of state shall collect the following fees when documents described in this subsection are delivered to the secretary’s office for filing:
a. Statement of rescission No fee
b. Statement of withdrawal No fee
c. Certificate of organization $ 50
d. Application for use of
indistinguishable name $ 10
e. Application for reserved name $ 10
f. Notice of transfer of reserved name $ 10
g. Statement of change of registered
agent or registered office or both No fee
h. Registered agent’s statement of
change of registered office for each
affected limited liability company No fee
i. Registered agent’s statement
of resignation No fee
j. Amendment to certificate of
organization $ 50
k. Restatement of certificate of
organization with amendment
of certificate $ 50
l. Articles of merger $ 50
m. Statement of dissolution $ 5
n. Declaration of administrative
dissolution No fee
o. Application for reinstatement
following administrative dissolution $ 5
p. Certificate of reinstatement No fee
q. Application for certificate
of authority $100
r. Application for amended
certificate of authority $100
s. Statement of cancellation $ 10
t. Certificate of revocation
of authority to transact business No fee
u. Statement of correction $ 5
v. Application for certificate of
existence or authorization $ 5
w. Any other document required or
permitted to be filed by this chapter $ 5
2. The secretary of state shall collect a fee of five dollars each time process is served on the secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company:
a. One dollar a page for copying.
b. Five dollars for the certificate.
4. The secretary of state may impose, assess, and collect a filing fee as a condition to accepting a biennial report as provided in section 489.209.
2008 Acts, ch 1162, §17, 155; 2010 Acts, ch 1100, §6, 7; 2019 Acts, ch 26, §56
Referred to in §9.11, 489.209, 524.303
Authority to refund fees;
2012 Acts, ch 1131, §28
;
2013 Acts, ch 135, §24, 52
; 2015 Acts, ch 141, §22, 60, 67, 68;
2017 Acts, ch 171, §23, 50
; 2019 Acts, ch 136, §23;
2020 Acts, ch 1121, §1
; 2021 Acts, ch 142, §23; 2022 Acts, ch 1140, §23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.201 - Formation of limited liability company — certificate of organization.

489.201 Formation of limited liability company — certificate of organization.
1. One or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing a certificate of organization.
2. A certificate of organization must state all of the following:
a. The name of the limited liability company, which must comply with section 489.108.
b. The street address of the initial registered office and the name of the initial registered agent for service of process on the company.
3. Subject to section 489.112, subsection 3, a certificate of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in a certificate of organization is not effective as a statement of authority.
4. A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to section 489.205, subsection 3. If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the certificate.
5. Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
2008 Acts, ch 1162, §18, 155; 2010 Acts, ch 1100, §8
Referred to in §489.102, 489.203, 489.205, 489.1008
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.202 - Amendment or restatement of certificate of organization.

489.202 Amendment or restatement of certificate of organization.
1. A certificate of organization may be amended or restated at any time.
2. To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating all of the following:
a. The name of the company.
b. The date of filing of its certificate of organization.
c. The changes the amendment makes to the certificate as most recently amended or restated.
3. To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement, designated as such in its heading, stating all of the following:
a. In the heading or an introductory paragraph, the company’s present name and the date of the filing of the company’s initial certificate of organization.
b. If the company’s name has been changed at any time since the company’s formation, each of the company’s former names.
c. The changes the restatement makes to the certificate as most recently amended or restated.
4. Subject to section 489.112, subsection 3, and section 489.205, subsection 3, an amendment to or restatement of a certificate of organization is effective when filed by the secretary of state.
5. If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly do any of the following:
a. Cause the certificate to be amended.
b. If appropriate, deliver to the secretary of state for filing a statement of change under section 489.114 or a statement of correction under section 489.206.
2008 Acts, ch 1162, §19, 155
Referred to in §489.105
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.203 - Signing of records to be delivered for filing to secretary of state.

489.203 Signing of records to be delivered for filing to secretary of state.
1. A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows:
a. Except as otherwise provided in paragraphs “b” and “c”, a record signed on behalf of a limited liability company must be signed by a person authorized by the company.
b. A limited liability company’s initial certificate of organization must be signed by at least one person acting as an organizer.
c. A record filed on behalf of a limited liability company that does not have or has not had at least one member must be signed by an organizer.
d. A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company’s activities under section 489.702, subsection 3, or a person appointed under section 489.702, subsection 4, to wind up those activities.
e. A statement of cancellation under section 489.201, subsection 4, must be signed by each organizer that signed the initial certificate of organization, but a personal representative of a deceased or incompetent organizer may sign in the place of the decedent or incompetent.
f. A statement of denial by a person under section 489.303 must be signed by that person.
g. Any other record must be signed by the person on whose behalf the record is delivered to the secretary of state.
2. Any record filed under this chapter may be signed by an agent.
2008 Acts, ch 1162, §20, 155
Referred to in §489.209, 489.1004, 489.1008
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.204 - Signing and filing pursuant to judicial order.

489.204 Signing and filing pursuant to judicial order.
1. If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the district court to order one or more of the following:
a. The person to sign the record.
b. The person to deliver the record to the secretary of state for filing.
c. The secretary of state to file the record unsigned.
2. If a petitioner under subsection 1 is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
3. If a district court orders an unsigned record to be delivered to the secretary of state, the secretary of state shall file the record and the court order upon receipt.
2008 Acts, ch 1162, §21, 155
Referred to in §489.110
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.205 - Delivery to and filing of records by secretary of state — effective time and date.

489.205 Delivery to and filing of records by secretary of state — effective time and date.
1. A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record’s purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fees have been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and any of the following applies:
a. For a statement of denial under section 489.303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company.
b. For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
2. Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
3. Except as otherwise provided in sections 489.115 and 489.206, and except for a certificate of organization that contains a statement as provided in section 489.201, subsection 4, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Subject to section 489.115, section 489.201, subsection 4, and section 489.206, a record filed by the secretary of state is effective as follows:
a. If the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state’s endorsement of the date and time on the record.
b. If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record.
c. If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of any of the following:
(1) The specified date.
(2) The ninetieth day after the record is filed.
d. If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of any of the following:
(1) The specified date.
(2) The ninetieth day after the record is filed.
e. A delayed effective date for a record shall not be later than the ninetieth day after the date on which it is filed.
2008 Acts, ch 1162, §22, 155
Referred to in §9.11, 489.102, 489.114, 489.201, 489.202, 489.209, 489.302, 489.701A, 489.1004, 489.14201
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.205A - Secretary of state — extra services — surcharge.

489.205A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §256
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.206 - Correcting filed record.

489.206 Correcting filed record.
1. A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary of state, if at the time of filing the record contained inaccurate information or was defectively signed.
2. A statement of correction under subsection 1 shall not have a delayed effective date and must do all of the following:
a. Describe the record to be corrected, including its filing date, or attach a copy of the record as filed.
b. Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective.
c. Correct the defective signature or inaccurate information.
3. When filed by the secretary of state, a statement of correction under subsection 1 is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to all of the following:
a. For the purposes of section 489.103, subsection 4.
b. As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
2008 Acts, ch 1162, §23, 155
Referred to in §9.14, 489.105, 489.202, 489.205
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.207 - Penalty for signing false record.

489.207 Penalty for signing false record.
1. A person commits an offense if that person signs a record the person knows is false in any material respect with intent that the record be delivered to the secretary of state for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine not to exceed one thousand dollars.
2008 Acts, ch 1162, §24, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.208 - Certificate of existence or authorization.

489.208 Certificate of existence or authorization.
1. Any person may apply to the secretary of state to be furnished a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company.
2. A certificate of existence or certificate of authorization must set forth all of the following:
a. The domestic limited liability company’s name or the foreign limited liability company’s name used in this state.
b. One of the following:
(1) If it is a domestic limited liability company, that the company is duly formed under the laws of this state, the date of its formation, and the period of its duration.
(2) If it is a foreign limited liability company, that the company is authorized to transact business in this state.
c. That all fees, taxes, and penalties due under this chapter or other law to the secretary of state have been paid.
d. That the company’s most recent biennial report required by this chapter has been filed by the secretary of state.
e. If it is a domestic limited liability company, that a statement of dissolution or statement of termination has not been filed.
f. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the secretary of state is conclusive evidence that the domestic limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.
2008 Acts, ch 1162, §25, 155; 2010 Acts, ch 1100, §9; 2016 Acts, ch 1097, §19
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.209 - Biennial report for secretary of state.

489.209 Biennial report for secretary of state.
1. A limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that states all of the following:
a. The name of the company.
b. The street address of the company’s registered office, the name of its registered agent at that office, and the consent of any new registered agent.
c. The street address of its principal office.
d. In the case of a foreign limited liability company, the state or other jurisdiction under whose law the company is formed and any alternate name adopted under section 489.805, subsection 1.
2. Information in a biennial report under this section must be current as of the date the report is delivered to the secretary of state for filing. The report shall be executed on behalf of the limited liability company or foreign limited liability company and signed as provided in section 489.203.
3. The first biennial report under this section must be delivered to the secretary of state between January 1 and April 1 of the first odd-numbered year following the calendar year in which a limited liability company was formed or a foreign limited liability company was authorized to transact business. A subsequent biennial report must be delivered to the secretary of state between January 1 and April 1 of each following odd-numbered calendar year. A filing fee for the biennial report shall be determined by the secretary of state pursuant to section 489.117. Each biennial report shall contain information related to the two-year period immediately preceding the calendar year in which the report is filed.
4. If a biennial report does not contain the information required in this section, the secretary of state shall promptly notify the reporting limited liability company or foreign limited liability company in writing and return the report to it for correction.
5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required in section 489.114. If the secretary of state determines that a biennial report does not contain the information required in this section but otherwise meets the requirements of section 489.114 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change for the registered office or registered agent, effective as provided in section 489.205, subsection 3, before returning the biennial report to the limited liability company as provided in this section. A statement of change of registered office or registered agent accomplished pursuant to this subsection shall be executed by a person authorized to execute the biennial report.
2008 Acts, ch 1162, §26, 155; 2010 Acts, ch 1100, §10
Referred to in §489.105, 489.114, 489.117, 489.705, 489.806, 489.14205, 489.14206
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.301 - No agency power of member as member.

489.301 No agency power of member as member.
1. A member is not an agent of a limited liability company solely by reason of being a member.
2. A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.
2008 Acts, ch 1162, §27, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.303 - Statement of denial.

489.303 Statement of denial.
A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that does all of the following:
1. Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains.
2. Denies the grant of authority.
3. Certifies to the secretary of state that the person denying authority has sent a copy of the statement of denial to the limited liability company, including the date on which the copy was sent.
2008 Acts, ch 1162, §29, 155; 2010 Acts, ch 1100, §13
Referred to in §489.203, 489.205
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.304 - Liability of members and managers.

489.304 Liability of members and managers.
1. For debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise all of the following apply:
a. They are solely the debts, obligations, or other liabilities of the company.
b. They do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.
2. The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company.
2008 Acts, ch 1162, §30, 155
Referred to in §421.26, 422.16, 489.702
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.401 - Becoming member.

489.401 Becoming member.
1. If a limited liability company is to have only one member upon formation, a person becomes the member as agreed by that person and the organizer of the company or a majority of organizers if more than one. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
2. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
3. If a limited liability company has no members upon formation, a person becomes a member of the limited liability company with the consent of the organizer or a majority of the organizers if more than one. The organizers may consent to more than one person simultaneously becoming the company’s initial members.
4. After formation of a limited liability company, a person becomes a member upon any of the following:
a. As provided in the operating agreement.
b. As the result of a transaction effective under article 10.
c. With the consent of all the members.
d. If, within ninety consecutive days after the company ceases to have any members, all of the following occur:
(1) The last person to have been a member, or the legal representative of that person, designates a person to become a member.
(2) The designated person consents to become a member.
5. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
2008 Acts, ch 1162, §31, 155; 2009 Acts, ch 41, §146
Referred to in §489.102, 489.105
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.402 - Form of contribution.

489.402 Form of contribution.
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
2008 Acts, ch 1162, §32, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.403 - Liability for contributions.

489.403 Liability for contributions.
1. A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person’s estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
2. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection 1 may enforce the obligation.
3. An operating agreement may provide that the interest of any member who fails to make a contribution that the member is obligated to make is subject to specified penalties for, or specified consequences of, such failure. The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the member’s interest to that of a nondefaulting member, a forced sale of the member’s interest, forfeiture of the member’s interest, the lending by other members of the amount necessary to meet the member’s commitment, a fixing of the value of the member’s interest by appraisal or by formula and redemption, or sale of the member’s interest at such value or other penalty or consequence.
2008 Acts, ch 1162, §33, 155
Referred to in §489.502
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.404 - Sharing of and right to distributions before dissolution.

489.404 Sharing of and right to distributions before dissolution.
1. Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 489.502 and any charging order in effect under section 489.503.
2. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.
3. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 489.708, subsection 3, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.
4. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
2008 Acts, ch 1162, §34, 155
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 489 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › Section 489.405 - Limitations on distribution.

489.405 Limitations on distribution.
1. A limited liability company shall not make a distribution if after the distribution any of the following applies:
a. The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities.
b. The company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution.
2. A limited liability company may base a determination that a distribution is not prohibited under subsection 1 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
3. Except as otherwise provided in subsection 5, the effect of a distribution under subsection 1 is measured as follows:
a. In the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company.
b. In all other cases, as follows:
(1) The date that distribution is authorized, if the payment occurs within one hundred twenty days after that date.
(2) The date that payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized.
4. A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors.
5. A limited liability company’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection 1 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
6. In subsection 1, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
2008 Acts, ch 1162, §35, 155
Referred to in §489.102, 489.406, 489.408