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House Journal: Page 1685: Tuesday, April 29, 1997

12   dissolution of the converting entity.
13     8.  Prior to filing the articles of conversion to a
14   limited liability company with the office of the
15   secretary of state, an operating agreement must be
16   approved in the manner provided for by the documents,
17   instrument, agreement, or other writing, as the case
18   may be, governing the internal affairs of the
19   converting entity and the conduct of its business or
20   by applicable law, as appropriate.
21     9.  This section shall not be construed to limit
22   the ability to change the law governing, or the
23   domicile of, a converting entity to this state by any
24   other means provided for in an operating agreement or
25   as otherwise permitted by law, including by the
26   amendment of an operating agreement.
27     Sec. ___.  NEW SECTION.  490A.305  SERIES OF
28   MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS.
29     1.  An operating agreement may establish or provide
30   for the establishment of designated series of members,
31   managers, or membership interests having separate
32   rights, powers, or duties with respect to specified
33   property or obligations of the limited liability
34   company or profits and losses associated with
35   specified property or obligations, and, to the extent
36   provided in the operating agreement, any such series
37   may have a separate business purpose or investment
38   objective.
39     2.  Notwithstanding contrary provisions of this
40   chapter, the debts, liabilities, and obligations
41   incurred, contracted for, or otherwise existing with
42   respect to a particular series shall be enforceable
43   against the assets of that series only, and not
44   against the assets of the limited liability company
45   generally, if all of the following apply:
46     a.  The operating agreement creates one or more
47   series.
48     b.  Separate and distinct records are maintained
49   for the series and the assets associated with the
50   series are held and accounted for separately from the

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 1   other assets of the limited liability company, or from
 2   any other series of the limited liability company.
 3     c.  The operating agreement provides for such
 4   limitation on liabilities.
 5     d.  Notice of the limitation on liabilities of a
 6   series is set forth in the articles of organization of
 7   the limited liability company.  Filing of articles of
 8   organization containing a notice of the limitation on
 9   liabilities of a series in the office of the secretary
10   of state constitutes notice of the limitation on
11   liabilities of such series.

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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