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House Journal: Page 1698: Tuesday, April 29, 1997

12   sale of the member's membership interest at such value
13   or other penalty or consequence.
14     Sec. ___.  NEW SECTION.  490A.809  RIGHT TO
15   DISTRIBUTION.
16     Subject to sections 490A.807 and 490A.1304, and
17   unless otherwise provided in an operating agreement,
18   at the time a member becomes entitled to receive a
19   distribution, the member has the status of, and is
20   entitled to all remedies available to, a creditor of
21   the limited liability company with respect to the
22   distribution.  An operating agreement may provide for
23   the establishment of a record date with respect to
24   allocations and distributions by a limited liability
25   company.
26     Sec. ___.  Section 490A.902, unnumbered paragraph
27   1, Code 1997, is amended to read as follows:
28     Unless otherwise provided in the articles of
29   organization or an operating agreement, a membership
30   interest in a limited liability company is assignable
31   in whole or in part.  An assignment of an interest in
32   a limited liability company does not of itself
33   dissolve the limited liability company.  An Except
as
34   provided in the articles of organization or an
35   operating agreement, an assignment does not entitle
36   the assignee to participate in the management and
37   affairs of the limited liability company or to become
38   or to exercise any rights of a member.  Such Except
as
39   provided in the articles of organization or an
40   operating agreement, an assignment entitles the
41   assignee to receive, to the extent assigned, only the
42   distribution to which the assignor would be entitled.
43   Except as provided in the articles of organization or
44   an operating agreement, a member ceases to be a member
45   upon assignment of the member's entire membership
46   interest.
47     Sec. ___.  Section 490A.1301, subsection 3, Code
48   1997, is amended by striking the subsection."
49     2.  Title page, line 1, by inserting after the
50   word "to" the following:  "the organization and

Page  18

 1   operation of certain legal entities, including".
 2     3.  Title page, line 5, by inserting after the
 3   word "partnerships," the following:  "and including
 4   limited liability companies and the conversion of
 5   other entities to limited liability companies, and the
 6   rights, duties, obligations, and interests of members
 7   and managers with respect to such companies,".
 8     4.  By renumbering as necessary.
The motion prevailed and the House concurred in the Senate
amendment H-1962.

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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