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House Journal: Page 1683: Tuesday, April 29, 1997

12     13.  "Limited liability company" or "domestic
13   limited liability company" means an entity that is an
14   unincorporated association having two one or more
15   members, and that is organized under or subject to
16   this chapter.
17     16.  "Member" means a person with a membership
18   interest in a limited liability company under this
19   chapter or, with respect to a foreign limited
20   liability company, under the laws of the state,
21   foreign country, or other foreign jurisdiction under
22   which such company is organized.
23     18.  "Operating agreement" means any agreement,
24   written or oral, of the members as to the affairs of a
25   limited liability company and the conduct of its
26   business.
27     Sec. ___.  Section 490A.202, subsection 17, Code
28   1997, is amended by striking the subsection and
29   inserting in lieu thereof the following:
30     17.  Indemnify and hold harmless a member, manager,
31   or other person against a claim, liability, or other
32   demand, as provided in an operating agreement.
33     Sec. ___.  Section 490A.303, subsection 1,
34   paragraph d, Code 1997, is amended to read as follows:
35     d.  The period of its duration, which shall not
may
36   be perpetual.
37     Sec. ___.  NEW SECTION.  490A.304  CONVERSION OF
38   CERTAIN ENTITIES TO A LIMITED LIABILITY COMPANY.
39     1.  As used in this section, the term "other
40   entity" means a corporation, business trust or
41   association, real estate investment trust, common-law
42   trust, or any other unincorporated business, including
43   any partnership, whether general or limited, or a
44   foreign limited liability company.
45     2.  Any other entity may convert to a domestic
46   limited liability company by complying with subsection
47   8 and filing in the office of the secretary of state
48   both of the following:
49     a.  Articles of conversion to a limited liability
50   company executed by one or more authorized persons.

Page   3

 1     b.  Articles of organization executed by one or
 2   more authorized persons.
 3     3.  The articles of conversion to a limited
 4   liability company shall state all of the following:
 5     a.  The date on which, and jurisdiction where, the
 6   converting entity was first created, formed,
 7   incorporated, or otherwise came into being and, if it
 8   has changed, its jurisdiction immediately prior to its
 9   conversion to a domestic limited liability company.
10     b.  The name of the converting entity immediately
11   prior to the filing of the articles of conversion to a

Iowa General Assembly

Index: House Journal (77th General Assembly: Session 1)

© 1997 Cornell College and League of Women Voters of Iowa

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