Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to do all of the following:
1. Sue and be sued, complain, and defend in its name.
2. Transact its business, carry on its operations, and have and exercise the powers granted by this chapter in any state and in any foreign country.
3. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
4. Sell, convey, transfer, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
5. Purchase, receive, subscribe for, or otherwise acquire and hold, to sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any other person.
6. Make contracts and guaranties, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by mortgage, deed of trust, or pledge of any of its property, franchises, or income.
7. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
8. Elect and appoint managers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit.
9. Pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of its current or former members, managers, employees, and agents.
10. Make donations for the public welfare or for religious, charitable, scientific, or educational purposes.
11. Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the limited liability company.
12. Cease its activities and dissolve.
13. Be a promoter, stockholder, partner, member, associate, agent, or manager of any corporation, partnership, limited liability company, joint venture, trust, or other entity.
14. Make and amend operating agreements, not inconsistent with its articles of organization or with the law of this state, for the administration and regulation of its affairs.
15. Transact any lawful business that a corporation, partnership, or other entity may conduct under the law of this state subject, however, to any and all laws and restrictions that govern or limit the conduct of such activity by such corporation, partnership, or other entity.
16. Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized.
17. a. Except as otherwise provided in the articles of organization or an operating agreement, or as provided in paragraph "d", indemnify an individual made a party to a proceeding because the individual is or was a member or manager against liability incurred in the proceeding if all of the following apply:
(1) The individual acted in good faith.
(2) The individual reasonably believed:
(a) In the case of conduct in the individual's official capacity with the limited liability company, that the individual's conduct was in the limited liability company's best interests.
(b) In all other cases, that the individual's conduct was at least not opposed to the limited liability company's best interests.
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
b. A member's or manager's conduct with respect to an employee benefit plan for a purpose the member or manager reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of paragraph "a", subparagraph (2), subparagraph subdivision (b).
c. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this subsection.
d. A limited liability company shall not indemnify a member or manager under this subsection in either of the following circumstances:
(1) In connection with a proceeding by or in the right of the limited liability company in which the member or manager was adjudged liable to the limited liability company.
(2) In connection with any other proceeding charging improper personal benefit to the member or manager, whether or not involving action in the member's or manager's official capacity, in which the member or manager was adjudged liable on the basis that personal benefit was improperly received by the member or manager.
e. Indemnification permitted under this subsection in connection with a proceeding by or in the right of the limited liability company is limited to reasonable expenses incurred in connection with the proceeding.
92 Acts, ch 1151, § 23; 93 Acts, ch 39, § 22; 95 Acts, ch 138, §1
Iowa General Assembly
Search: Iowa Code 1997
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