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House Journal: Page 1689: Tuesday, April 29, 1997

12   the members associated with the series or by the
13   members of each class or group associated with the
14   series.
15     However, if the series has been established
16   pursuant to subsection 1, the district court of the
17   county in which the limited liability company has its
18   principal place of business, upon cause shown, may
19   wind up the affairs of the series upon application of
20   any member associated with the series or the member's
21   legal representative or assignee, and in connection
22   with such winding up, may appoint a liquidating
23   trustee.  The persons winding up the affairs of a
24   series, in the name of the limited liability company
25   and for and on behalf of the limited liability company
26   and such series, may take all actions with respect to
27   the series as are permitted under section 490A.1303.
28   The persons winding up the affairs of a series shall
29   provide for the claims and obligations of the series
30   as provided in section 490A.1304 and distribute the
31   assets of the series as provided in section 490A.1304.
32   Actions taken pursuant to this subsection shall not
33   affect the liability of members and shall not impose
34   liability on a liquidating trustee.
35     12.  On application by or for a member or manager
36   associated with a series established pursuant to
37   subsection 1, the district court in the county in
38   which the limited liability company has its principal
39   place of business may enter an order for dissolution
40   of such series if it is not reasonably practicable to
41   carry on the business of the series in conformity with
42   the operating agreement.
43     13.  A foreign limited liability company that is
44   registering to do business in this state under this
45   chapter which is governed by an operating agreement
46   that establishes or provides for the establishment of
47   designated series of members, managers, or membership
48   interests having separate rights, powers, or duties
49   with respect to specified property or obligations of
50   the foreign limited liability company, or profits and

Page   9

 1   losses associated with the specified property or
 2   obligations, shall indicate that fact on the
 3   application for registration as a foreign limited
 4   liability company.  In addition, the foreign limited
 5   liability company shall state on the application
 6   whether the debts, liabilities, and obligations
 7   incurred, contracted for, or otherwise existing with
 8   respect to a particular series, if any, are
 9   enforceable against the assets of such series only,
10   and not against the assets of the foreign limited
11   liability company generally.

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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Last update: Tue May 6 09:40:03 CDT 1997
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