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Text: SF00395                           Text: SF00397
Text: SF00300 - SF00399                 Text: SF Index
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Senate File 396

Partial Bill History

Bill Text

PAG LIN
  1  1    Section 1.  Section 490A.202, subsection 17, paragraph a,
  1  2 unnumbered paragraph 1, Code 1995, is amended to read as
  1  3 follows:
  1  4    Except as otherwise provided in the articles of
  1  5 organization or an operating agreement, or as provided in
  1  6 paragraph "d", indemnify an individual made a party to a
  1  7 proceeding because the individual is or was a member or
  1  8 manager against liability incurred in the proceeding if all of
  1  9 the following apply:
  1 10    Sec. 2.  Section 490A.401, subsection 1, Code 1995, is
  1 11 amended to read as follows:
  1 12    1.  A limited liability company name must contain the words
  1 13 "Limited Company" or "Limited Liability Company" or the
  1 14 abbreviation "L.C." or "L.L.C." or words or abbreviations of
  1 15 like import in another language.
  1 16    Sec. 3.  Section 490A.702, subsection 3, paragraph b, Code
  1 17 1995, is amended to read as follows:
  1 18    b.  Every manager is an agent of the limited liability
  1 19 company for the purpose of its business or affairs, unless
  1 20 otherwise provided in the articles of organization or an
  1 21 operating agreement.  The act of any manager with agency
  1 22 authority, including, but not limited to, the execution in the
  1 23 name of the limited liability company of any instrument, for
  1 24 apparently carrying on in the ordinary course the business or
  1 25 affairs of the limited liability company shall bind the
  1 26 limited liability company, unless the manager so acting has,
  1 27 in fact, no authority to act for the limited liability company
  1 28 in the particular matter, and the person with whom the manager
  1 29 is dealing has knowledge of the fact that the manager has no
  1 30 such authority.
  1 31    Sec. 4.  Section 490A.702, Code 1995, is amended by adding
  1 32 the following new subsection:
  1 33    NEW SUBSECTION.  6.  For purposes of this section, a person
  1 34 is deemed to have knowledge of a provision in the articles of
  1 35 organization limiting the agency authority of a manager or
  2  1 class of managers.
  2  2    Sec. 5.  Section 490A.1301, subsection 3, Code 1995, is
  2  3 amended to read as follows:
  2  4    3.  Unless otherwise provided in the articles of
  2  5 organization or an operating agreement, upon the death,
  2  6 insanity, retirement, resignation, withdrawal, expulsion,
  2  7 bankruptcy, or dissolution of a member or occurrence of any
  2  8 other event, except assignment of a membership interest
  2  9 voluntarily or by operation of law, that terminates the
  2 10 continued membership of a member in the limited liability
  2 11 company, unless the business of the limited liability company
  2 12 is continued by the consent of the members in the manner
  2 13 stated in the articles of organization or an operating
  2 14 agreement or if not so stated, by the unanimous consent of the
  2 15 remaining members.  
  2 16                           EXPLANATION
  2 17    This bill makes several changes to the Iowa limited
  2 18 liability company Act, chapter 490A.  The bill adds to the
  2 19 prohibition on indemnifying a member or manager where the
  2 20 member or manager is found liable to the limited liability
  2 21 company for improper personal benefit or otherwise, a
  2 22 prohibition on indemnification if the articles of organization
  2 23 or operating agreement provide for such.  Also, the bill
  2 24 provides that limited liability companies may use the words
  2 25 "limited liability company" or the abbreviation "L.L.C." in
  2 26 their names.  Further, the bill provides that through the
  2 27 articles of organization or an operating agreement, members of
  2 28 a limited liability company may provide managers with
  2 29 differing levels of authority to act as agents for the limited
  2 30 liability company.  In addition, the bill adds language adding
  2 31 insanity, retirement, resignation, or assignment of a
  2 32 membership interest to, and deletes language regarding an
  2 33 involuntary assignment of a membership interest from, the
  2 34 events that may trigger the dissolution of a limited liability
  2 35 company.  
  3  1 LSB 2179SV 76
  3  2 mk/jw/5
     
Text: SF00395                           Text: SF00397
Text: SF00300 - SF00399                 Text: SF Index
Bills and Amendments: General Index     Bill History: General Index
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